All for you
by CelticMarmalade
Summary: Remy joins the XMen to rid himself of his obsession with Rogue, but finds himself drawn more to the girl than ever. Meanwhile the team has to face the interventions of Sinister and the arrival of Phoenix on Earth to devastating effect.
1. Chapter 1

I own nothing!

He was watching her again, he knew it was wrong, he knew it was ever so slightly creepy, he just didn't care anymore. He wanted to know what she was doing, what she was like – if the person he had built in his head was really her.

He watched her from across the street, she was sitting on the chairs outside the local hang out – the coffee shop. He was sat in a tree in the town park across from where she now sipped a large black coffee. The others were with her – Jean, Kitty, and Kurt, but she didn't appear to be joining their conversation or even listening. Her eyes were fixed to the distance, he imagined that she was away in her own world, she did that a lot. He knew she hated being analysed and that if she knew he was watching her she would attack him there and then. They had an understanding of sorts in New Orleans, but that didn't stretch to him being able to stalk her like this. No, he thought, it's not stalking; it's just…watching someone's every move from a distance without them knowing. Not to mention hacking into their computer whilst they were out, reading their diary, occasionally taking the odd photo of her unawares, usually looking solemn and lost…no that's not stalking – right?

He cursed softly under his breath, what was he doing to himself? Why was he doing this? She was just a girl, an 18 yr old girl with severe trust issues and a rather complicated life. Not to mention – where would this go? She couldn't touch! Sure she might one day control it, but could he promise not to cheat in the mean time? It would be unfair to start a relationship if one side was more committed than the other. On the other hand, would he cheat? He could be quite creative when he put his mind to it…No! He thought violently shaking his head; get a grip on yourself man!

He sighed as he stealthily jumped down, ensuring that the tree blocked Rogue's view so she couldn't see him depart. This was absurd; he needed to get away from all this – to stop thinking about her. But hadn't he done that? He mused as he got on his bike and revved the engine, he had stayed in New Orleans for months trying to stop thinking about her and it hadn't worked. Maybe the opposite was needed – maybe if he spent more time with her he wouldn't be obsessing, he wouldn't turn into the frightening character he was seeing more and more in his mirror as he returned from another night of reading through her personal thoughts whilst she was on some mission. Maybe it's time to join the fight for mutant rights with Xavier's bunch, after all – Rogue had been on the opposing side to begin with and they now accepted her. Surely it wouldn't be that impossible for them to accept him?

He grinned as he pulled away from the traffic lights, his worldly affects were all strapped to the bike, and there was no point in putting it off. He turned right down the road towards the Mansion and began whistling a tune to himself; it was time to get that damn girl out of his system.

"Am I right in saying that you are here to join the X-Men Mr LeBeau?"

"Oui, and please call me Remy."

Xavier looked at Remy thoughtfully; the young man had shown up on his doorstep not ten minutes ago and had stated that he wanted to join the team. They were now seated in his office, Xavier had been thankful that Logan and Rogue were both out – he hated to think what they would have done to the former-acolyte had they opened the door to him.

"I need to know why Mr LeBeau."

"Was on hire to Magneto, Remy not got an alliance to his cause, and your side appear to have the better idea. Remy won't lie to you, he needs somewhere to stay and can't go back to New Orleans." He almost smirked but managed to stop himself, fair enough for the most part that was all true, but he had other places he could go. Looking at the Professor he could see he understood that Remy was playing up to him.

"I know you're not telling me the truth Mr LeBeau, I realise that some of what you say is true and you are already aware that I can't read your mind to ascertain your true reasons. But, I think that your reasons are not based around a desire to do harm either. I will let you stay on a probationary basis, But –"he said raising a finger as Gambit's smile grew, "If you cause harm to any student – any student – I will demand that you leave and I'll let Logan be the one who removes you from the property and whilst I am not able to read your mind, there are other ways available to tell if you are up to no good. I especially require that you cease entering areas on this property that are private." He raised his eyebrows and Remy realised with a shock that he knew about Remy's frequent visits to Rogue's room.

"If you're wondering why I didn't stop you, it's because I thought it would be better if Rogue didn't know, and I also made sure that whatever you were reading was not Rogue's words."

Remy's mouthed dropped, he hadn't had a clue that there was any switch; the words sounded so much like Rogue that he hadn't noticed. _I don't know the fille at all_ he realised with shock.

"You are not as smart as you would like to think Remy, maybe we can help with that. You can benefit greatly from the training we can offer. However, I am going to inform Rogue of your attempts to read her diary, I think it's important she knows your intentions are not all that honourable – I do not like to see my students taken advantage of. Now, shall I show you to your room?"

Remy nodded without saying a word and followed the professor, his whole world had been turned upside down in a minute – he didn't know the young goth at all, in fact, chances are Xavier had manipulated him into wanting to know her so he would join. The young thief felt more stupid than he had ever done in his entire life – he had been played and played well!

He nodded his leave to the professor and sat on the bed, the whole walk to the room had been a blur – his mind was reeling. On the one hand he had been manipulated skilfully, on the other he now felt less of stalker – he hadn't known her, but now he could get to know her. Only the problem was now that she would never trust him, the professor would tell her and she would continue to think of him as the bad guy. He was screwed, royally and thoroughly screwed.

Rogue sat in the back of Jean's car, not listening to the other's excited chatter. They had had coffee and then gone onto a spot of shopping. Her mind was elsewhere though. For the last couple of weeks she had had the feeling of being watched. Occasionally she would enter her room and whilst nothing was different it would feel like someone had been there in her absence. A few days ago she had figured it out, whilst training she had absorbed Wolverine and then on entering her room she had smelt him, Gambit – he was the one who had been there. At first she was outraged, the smell of him was layered, some were older than others. He had been coming to her room for a while now she realised. Looking under the mattress she pulled out her diary and checked the many security measures she had in place to ensure she knew if anyone had touched it –were all intact, they were, but he was good at breaking into things – maybe he had managed it. The computer was where she checked next, once again the passwords were all in place and she was sure he hadn't entered them. Then she remembered a trick kitty had taught her – a way of checking every keystroke made on the machine. She checked the last 24 hours and sure as hell someone had been on there and it wasn't her. She checked the history and found a hidden file whose shortcut appeared to have been activated when the person – she assumed Gambit- had tried to open her password protected files. There were reams of entries that appeared to have been written by her but weren't – they were in the same style but the subject matter was slightly more morose, slightly more lonely, and did not cover half of what she had gone through in the last few months. She thought about it and realised that someone had laid a false trail for Gambit – making him think that he was reading her stuff. She immediately thought of Kitty but then shook her head – that was nonsense, Kitty couldn't keep a secret like that. It must be the professor, shutting down the computer she made her way out of the room – her and Xavier really needed to have a chat about privacy and honesty.

'Come in Rogue' he entered her mind as she stood at the door.

"Professor I think we need to talk."

"Actually yes, I have a matter to discuss with you and judging by the look on your face you might already know what it is."

"You've been allowing that swamp rat access to my room!"

"Not exactly allowing Rogue, merely trying to prevent him prying into your personal items. I am afraid I have been using you as bait to lure Mr LeBeau onto our team."

"Using me as bait? Gee Prof I would have thought that went against your moral code somewhat. Why not just tell me?"

"Because I wanted Gambit to think he was unsuspected. If you had known you would have known to watch out for him. He has been watching you for some time and whilst I have upped the security he still manages to evade it."

Rogue smirked, "Yeah well that's kind of his speciality." She frowned and sat on the chair opposite Charles's desk, "Look professor I'm not happy about this, I don't like being played and I kinda thought you would avoid doing that."

"I am sorry Rogue, it was an opportunity to lure Gambit in and I took it. You're right it wasn't the best way to go about things. I assume you found the files I put on your computer?"

"Yeah you got my style down to a tee. Can't believe he fell for it. Do you know why he's been watching me?"

"I am unable to read his mind, but I think he is infatuated with you."

"I'm sorry, are you telling me that you let someone who is infatuated with me sneak into my room? Should you really encourage that – he could have done something dangerous! You're playing with my life here Professor."

"Once again, I apologise – but he has requested to join the team, I think he is trying to rid himself of his infatuation. I sense that he isn't all to impressed by his actions. He seemed shocked when I told him about the fake entries – but also a little relieved, like he hadn't done something as bad as he thought. He's a complicated person, he acts so mature and confident – but he's only 2 years older than you."

"He was stalking me, that is bad – I don't care about the end result! You let an enemy wander around my room! And now you've le him join the team!"

"He's on probation and I've warned him to stay away from you, he knows that I am telling you about his actions. He's trying to atone for some sins Rogue, I am in no place to stop him doing that. He is a confused young man who finds himself drawn to a complicated young woman – he has acted foolishly and is now trying to stop himself acting more foolishly-"

"By getting closer to me!?"

"He is trying to remove the infatuation, he thinks that by being on the team and getting to know you better the mystery will be gone."

"And he told you all this?"

"He didn't need to Rogue, I was a young man once, I had many friends – we all had crushes. Young men don't tend to act the most rationally."

"Is he here now?"

"Yes, he's in the boys wing. The room next to Kurt's."

"Right, well then I'll show him the real me right now and get this sorted."

"Please don't resort to violence though. Have a good day."

Rogue nodded and made her way out of the room, she was seething with anger. She had been played, used and lied to again! She didn't want to yell at the professor though.


	2. Chapter 2

Usual disclaimer applies - I own nothing at all whatsoever to do with the X-Men.

She stood at the door and wondered what to do, how to handle this. Instead of knocking she turned the handle and let the door softly swing open. He hadn't heard her –at least she didn't think so. He was standing outside the patio doors leaning against the stone balcony railing. His head was in his hands and he was muttering to himself, using the residual remnants of Wolverine's psyche she could hear what he was saying '- "stupid Remy, stupid, stupid. Don't get caught, simple as that, don't get caught. One belle fille and now you is caught. What you doing to yourself? Urgh!" with the last frustrated grunt he pushed himself away from the balcony and turned. He opened his mouth in shock to see her standing there, Rogue just crossed her arms and raised an eyebrow enquiringly.

"Well swamp rat, what you got to say for yourself?"

His mind was going a mile a minute, what to say? Does he resort to old tactics and make a smart remark and then flirt with her? Should he say nothing? Should he be angry that she's in his room without knocking – slightly hypocritical he admitted to himself, or should he just be honest?

He pulled a cigarette from his pocket and lit it with his finger. Leaning against the door frame he shrugged, not meeting her eyes. "Just trying to get you out of my head girl then we can both go back to our old selves. You can yell at me chere, Remy know you want to. Remy deserve it."

Rogue looked momentarily confused by his resigned attitude and honesty. "swamp rat, you've been an idiot. Yah don't know me ok? It was all lies made up by the prof to get yah to join. Yah here now so make the best of it – but stay away from me ok?"

Remy nodded, "What Remy intended to do chere, he don't like being a stalker. Not sure what came over him." He nodded to the door, "You can let yourself out, Remy gotta unpack." With that he turned to the bed and opened his bags.

Rogue sighed, she had wanted to yell, to hit him, anything. But she hadn't expected honesty and it threw her for six. She left the room, shutting the door. She leant back against the wall thinking about her screwed up life when she felt a thump against her back and Remy's voice frustrated and swearing. She winced to herself as he struck the wall again, no matter how screwed up she was – he was just as bad if not worse. Slowly she made her way back to her room and laid on the bed staring at the ceiling. The others wouldn't be happy about Remy being here.

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"He what?" Kitty sat on her bed looking at Rogue in shock, for once the girl was all but speechless.

"He's been sneaking around my stuff, and now he's on the team."

"The professor just like let a known stalker onto the team that the object of said stalker's affection happens to be a member of?"

Rogue just nodded, this was all so absurd. Sure the world hated mutants and there was no end to the long line of enemies just waiting to wrestle control away from base line humans, but was it really desperate enough to mean that Gambit could join the good guys? She shook her head and looked at Kitty who was still looking at her in shock.

"This is going to be hell isn't it?"

"Well maybe not, I mean the professor said that he was trying to get over you so maybe he won't pester you?" Rogue just shrugged. Kitty suddenly looked shocked, "Unless you don't want him to get over you?!"

"Oh no, don't go there – I do not want some Cajun lothario drooling all over me and if you dare suggest I do I swear to god I will hurt you!" Rogue glared at Kitty, daring the girl to say more, Kitty smiled – willingly goading her.

"You do don't you? You like that he wants you – it makes you feel all special. I can't blame you, I mean he's hot, he has an accent, he speaks French, and not to mention that he blatantly wants you!"

"Kitty, one – ah do not want him in any shape or form other than gone, two – he was snooping around my room! Three, he's the bad guy and four – I'm untouchable!"

"one – you so do, two – he wanted to get to know you, three – he's one of the good guys now, and four – so? You're working on control, you'll probably get it and I bet he doesn't care anyway." Kitty grinned, this was more fun than playing pranks on Kurt.

Rogue was red with anger, she knew Kitty would somehow spread around that she had a crush on the Cajun and she didn't like the idea at all. The last thing she wanted to do was encourage him! "Kitty I don't know the guy, why would I like someone I didn't know?"

"You're attracted to how he looks, and you're intrigued by the attention that he was lavishing on you. What girl wouldn't want that?"

"Urgh Kitty! Seriously, stop it. I'm not interested in getting to know him, I'm not interested in starting a relationship. We're getting attacked every week, school is over and I just want to enjoy my free time! I do not want you spreading rumours about me. I admit, it's nice to be liked – however it is not nice to be stalked! Now go annoy Kurt and leave me alone." With that she lay down on her bed and opened her book. The bubbly brunette to her left had been annoying her since they woke up this morning and had been told by Rogue that the team meeting suddenly scheduled for that afternoon was probably to announce the new arrival.


	3. Chapter 3

Kitty slipped through the door and made her way to the boys wing, she was about to knock on Kurt's door when she stopped. Looking around her quickly she sidestepped and knocked softly on Remy's door. She heard a mumbled 'what?' and slipped through.

Remy jumped as he saw a girl materialise through his door and quickly pulled his duvet tighter around him, he didn't want to startle someone on his first day.

"Can I help you petit?"

"Oh yes, yes you can." Kitty grinned, Remy looked confused.

"You're the chat aren't you?" He sat up leaning his head against the head board.

Kitty nodded, "Yup, I'm the object of your affection's room mate." His eyebrow raised at this and he groaned.

"Has the professor tol' everyone about Remy?"

"Nope, Rogue told me this morning. You know it's rude to sneak around our room."

"What d'ya want petit?" Remy was annoyed at the 'early' wake up, not to mention confused as to Kitty's motives – he was almost certain Rogue didn't know Kitty was here.

Kitty sat on the end of his bed and grinned at him in a manner that can only be described as really really evil.

"Well, I just wanted to know what your intentions are towards my best friend."

"Ain't got no intentions petit, I just want to get on wit my life."

"Really? Oh ok, well I guess you don't want to know about Rogue's thoughts on all this?"

Remy looked interested, he really did want to know – by the tone of Kitty's voice he guessed that it wasn't all bad. On the other hand, he didn't want to be party to betraying Rogue's trust any more than he already had done and he was here to forget her – not to get dragged in by a nosy room mate.

"Non I don't , I just want get on wit life, I don't know her and I don't want to know her. I want her out of my head.'

Kitty smiled, "Fine then. If that's how you feel – that's good, really it is. I mean it's unhealthy to obsess over someone that is so obviously uninterested. It's not like she's completely under-reacted to your complete invasion of her personal space or anything is it? If I was her I probably would have at least hit you, but nooooo Rogue just gives you a light warning. Probably means she's so uninterested that she doesn't care that you invaded her supposed personal thoughts to find out more about her. I don't think that anyone's ever been so interested in her, she must just not care, really that's probably it. Can't be anything else could it? She'd have to be insane to be slightly flattered by that wouldn't she? Totally insane, it's flattering in an incredibly creepy kind of way that the incredibly creepy goth girl really doesn't care for I'm sure…" she looked sideways at Remy who appeared to be banging his head against the wall in frustration.

"Remy knows what you're doin' petit."

"Me? Why I have no idea what you mean! Anyway I have places to be and won't be back for the whole day, poor old Rogue will be in her room all alone all day probably, and look at that – looks like rain! Her favourite weather don't you know? Anyway, see ya Remy."

She left, Remy sighed – this was going to be hell, he could tell. Here he was trying to forget Rogue and her bubbly room mate was trying to get them together! But what if she was right? What if Rogue was flattered? Surely not he thought, though…maybe he should go check.

He stood up and looked around his room, sighing in resignation he opened his balcony doors and stepped out into the rain, pulling the collar up on his duster he gripped the drainpipe to the left of his room and began hauling himself onto the roof. Destination: Rogue's room.

He had dropped onto the balcony of Rogue's room from the roof, careful not to cause a sound, the curtains were open but Rogue's back was to the doors. She appeared to be reading whilst lying on her bed in tiny shorts and a vest top. Remy smirked, rarely was the untouchable seen in less than two layers from neck to toe, she must have demanded alone time today so she could wander around in what she wanted, warm inside the mansion as the icy rain fell outside. Remy scolded himself slightly as he realised that within a few hours of arriving he had already started spying on her again. He made to move away when Rogue suddenly threw the book over her shoulder so it banged on the window "I know you're there swamp rat!" she yelled as she turned over.

Remy shrugged, oh well he thought caught now. He opened the doors and stepped inside, leaving them open so the wind and rain cooled the room somewhat. The rain was a soothing sound in the background as he and Rogue stared at each other.

"I thought you were trying to keep away from me?"

"Tis harder than Remy thought." He muttered trying hard to fight the urge for a cigarette. They continued to stare at each other, unsure as to what to do.

"You're soaked." Rogue muttered suddenly, Gambit looked down and sure enough he was – funny how he hadn't noticed till now. He just nodded and watched as Rogue came towards him, picking up a towel that was slung on her desk chair, she held it out to him "Here ya go, dry up a bit and sit down if you want." She turned and sat on the bed, pulling on a hooded sweater as she did so. Gambit shrugged his coat off and tried to dry himself a bit as he sat on the desk chair, backwards, leaning on the back rest and staring at the girl who had him so enthralled.

"Didn't think you'd want to talk to me chere."

"Neither did I, not sure why I am. The sane part of me is screaming at me to tell you to go away, get a life, stop wasting your time on a girl who can't touch."

"Same t'ing my mind is screaming chere. Guess we are alike."

They both lapsed into silence and stared at opposite walls of the bedroom, not wanting to look at each other – neither sure that they wanted to see what the other was thinking. Finally Remy sighed and stood up.

"I'll go, don't want to make you uncomfortable." He turned to leave, only to feel Rogue's hand on his arm. Looking over his shoulder he saw her standing a foot behind him, obviously confused by her own actions as she stared at her hand on him.

"Look, we gotta be on the same team, silly for us to be enemies."

Remy just nodded, not sure what Rogue was getting at. She looked him in the eyes,

"I need yah to be honest with me. Am I jus a challenge for you?"

Remy sighed and sat back down, head in his hands. Rogue backed away and sat back down on the end of the bed.

"Chere, I don't know what you are to me. All Remy knows is that he can't stop thinking about you and he's not sure he wants to."

"Why did you stay away so long? It's been almost a year since New Orleans, I thought…I thought you'd be there for the whole Apocalypse thing."

"Got dragged back into family stuff chere. I wanted to be, but I was stuck at the time. Tis a long story but the trut' is dat Remy was due to be married that day you beat ol' Apocalypse." He stopped then at the gasp Rogue let slip out. Maybe she does care he thought, was that jealousy? No – couldn't have been, he chose to carry on before she could ask a question "It was an arranged marriage, neither me nor her, nor her crazy frere wanted it to happen. Day of de marriage, her frere attacks me. I barely made it out alive, he didn't." He was frightened to look up, scared to see the look on her face. He wasn't one for sharing, but he wanted her to trust him '_still you chose that story and not the others you could share – she could find sympathy in this one, the others – maybe not so much' _his mind taunted him, even now he was playing her.

Finally he looked up at her, she was staring at the wall behind him, her eyes wide, shocked at the tale he had just told.

"You killed him?"

"Twas self-defense chere, I didn't mean to."

Then something happened that he really didn't understand, Rogue looked down at her hands and grinned ruefully " I know what that feels like." She muttered, Remy's heart missed a beat – surely he hadn't heard her right?

"What?" he stammered

She looked out the window, hugging herself as if cold, "Whilst you were in New Orleans, some stuff happened here. I lost control again, except this time it was different. Apocalypse emptied everything out of my head – there weren't any remnants, and so it shouldn't have been possible for me to lose control, but I did. We were on a mission, SHIELD were there as well and all of a sudden it was like all the pysche's that had been drained by Apocalypse were back – all at once and with no chance for me to gain control. I don't know what happened, but I woke up on top of one of the SHIELD agents, a lady named Carol Danvers. She was a mutant too."

"Was?" Remy whispered without realising he had spoken out loud, Rogue looked at him a little shocked and nodded.

"Turns out when I had gone nuts she had tried to stop me, hadn't realised what I could do and when Mystique's psyche took over I grabbed her and held on until nothing was left. I have her in my mind permanently, I also have her powers."

She was crying now, it always hurt to talk about this time in her life, she wasn't sure why she was sharing with Gambit. Maybe she felt it was a fair exchange for what he had admitted to her.

"What powers did she have?" Gambit asked quietly.

"super strength, flight, invulnerability and a sense that picks up on extreme danger in the vicinity."

"Dat's one hell of a power list to add to yours chere."

"Came at one hell of a price Cajun. She was in my head when I woke up. She was screaming, she wouldn't stop for days. The professor tried to reason with her, to explain what happened, but how can you explain to someone that their dead but not dead? She was stuck in me, she vied for control, she lashed out. Me and the professor eventually gained control of her and locked her away so that I could have some peace. She's locked away with all the others in my head – just waiting to get out and take control again."

"You have them all? Even me?" Rogue nodded

"Dat's a little weird, guess it's better dan having Remy now though." He looked down at his hands, he'd done a lot in his life he wasn't proud of. Hell he'd be hard pushed to find something he was proud of. Something about Rogue seemed to constantly remind him of this. He was glad she didn't have him in her head now, the twisted thoughts of her, combined with the agonising over past mistakes. Thinking about her almost made him want to be the kind of person she deserved, but it also reminded him starkly that he wasn't and probably never would be. He looked up as she sighed.

"Less than a year since New Orleans and we're both murderers." She sobbed out the last word and Gambit stood up, sat next to her and pulled her into his arms. He held her there as she cried, he thought about what she said – the only problem was, he had been a murderer long before this year and he didn't want the girl in his arms to ever know that, he couldn't stand to have her know the things he had done to get control of his own powers. He knew she knew a bit about him, enough to know he was no angel, but if she'd seen the things he'd done she wouldn't let him hold her like this.

She seemed to be quietening down, she pulled away from him. "I'm sorry, I don't cry much these days…I'm not sure…" she seemed at a loss for words.

"I know chere, Remy sorry it came up, no one needs reminding of these things."

"It's not just that, it's been a while since I cried or was upset- we think it's residual parts of Carol's personality. She was a happy optimistic person who fought for her country. Lately I find myself talking more, smiling more. I've even had to stop myself from accidentally touching people cause I keep going to hug them. It's a little weird to say the least."

"Can't picture you all smiley like your room mate chere."

"I know, it's horrifying. But then again, sometimes it's nice to be unconsciously happy. What worries me is that it's her, not me. I mean will it get to the point where I don't know what's mine and what's hers?" She was wringing her fingers now and seemed jittery, she was nervous and scared and really confused as to why she was telling Gambit all this when she hadn't even told the professor or Kitty.

Remy was wondering the same thing, why was Rogue opening up to him? Maybe no one took the time to talk to her? But no, he'd seen it with his own eyes – they talked to her all the time, they tried to bring her out of her shell a bit, and it was working, but still these things she had kept to herself. _She thinks she's bad for liking it, she's worried they'll judge her or that they'll think she's going to lose it again._ The thought cam unbidden but Gambit had to admit it made sense, there was no danger of judgement from him.

"Chere don' worry, your friends won't let dat happen, they care for you a lot."

"I know they do, but they're also scared of me. Scared it will happen again. I mean Jean lost control but she didn't kill someone! She couldn't know everything about someone with just a touch – it scares them. They all seemed so happy when Apocalypse emptied my head, I thought they were just pleased that I was free of them. Now I'm thinking that they were happy that I couldn't rifle through their memories – not that I ever did, but I suppose that's hard to believe." She looked at her hands and Gambit realised that she was telling him because he wasn't scared of her, because he wouldn't judge her. This caused a tightening in his chest, despite all he'd done this girl wanted to trust him, she thought that he understood because of the Julien incident. His momentary joy at her trust in him was extinguished by the thought that if she knew how much further along the path to darkness he was, she wouldn't trust him so readily. She was nothing like him, she was on the good path firmly, she had been used but not broken. Remy had been used all his life, had done numerous unspeakable things and had gotten himself in debt with people he really shouldn't have. He couldn't look at her, he didn't deserve to have her trust, he really didn't deserve to know more about her than her friends. He stood up suddenly, ignoring her startled look.

"I should go chere." He ignored her hurt look before she nodded and turned away. He couldn't do this, he couldn't tell her the things he'd done and therefore he couldn't get any closer to her. He stopped by the door and fished out a cigarette from his pocket, looking back at her briefly he lit the cigarette, "For what it's worth chere, you not a murderer and you ain't anyting like Gambit. You're one of the good guys and your friends know dat. Scary tinking you might know everyting about them, but dey'll get over it." With that he swung himself over the railings and left.


	4. Chapter 4

Rogue sat on the bed looking at her hands and wondering what he meant. She decided that maybe it was time she knew a bit more about Remy LeBeau. She decided to beat him at his own game, if he could try to find out about her she could find out about him. Find out why he thought so little of himself.

It had been two sleepless days, god-knows how many cups of coffee, numerous sessions psycho-analysis bull from Kitty in payment for her computer skills, several close calls with the state and national security service databases – but Rogue had some information on Remy.

Full name: Remy Etienne LeBeau (adopted)

Parents: Unknown, adopted father Jean Luc Lebeau

Siblings: Unknown, adopted brother Henri LeBeau

Fiance (ex): Belladonna Boudreaux

Known mutant with powers that include the ability to turn an objects potential energy into kinetic with a touch. This causes the object to explode. Also has minor ability to charm people into agreeing with him.

Occupation: Unknown, suspected as a thief under the code name Le Diable Blanc

Last known location: up-state New York

"It ain't much we didn't know Kit." Rogue sighed, looking at the file they had created on Kitty's laptop.

She hadn't told Kitty about opening up to Remy, she knew Kitty knew something had happened, just not exactly what. She hadn't wanted to mention the story Remy had told her about the wedding, but she knew there was more that he wasn't telling her.

"Look, I get the feeling he's done some bad stuff, he seems so guilty about it – nothing here shows us that!"

"Well maybe it's not that bad?" Kitty shrugged, Rogue just raised an eyebrow.

"Right, cause men like Remy just get all upset over what? A bust up with his dad? No there has to be something else." Rogue crossed her arms and looked out the window, half expecting to see him crouched in a tree watching them. She wasn't sure if she was disappointed that he wasn't.

"Can't you look at his psyche?" Kitty suggested hesitantly, Rogue whirled around at the girl,

"No! I don't like doing that, It causes problems. Not to mention I'll be talking like him for a week afterwards. It's hard enough trying to keep Carol out." She turned away from Kitty who sat looking a little shocked.

"You're right, I'm sorry I shouldn't have said that."

"It's ok, really, sorry I snapped," rogue sat back on the bed.

She jumped as Kitty suddenly squealed, "Oh my god I so know what we can do!" Rogue looked at her inquisitively, Kitty continued as she clapped her hands in excitement "Piotr!" she said triumphantly.

"Who?"

"Colossus. He and Remy were team mates – so they must know a bit about each other right?"

"Kitty how in tarnation are we supposed to find Colossus – Magneto's left, they aren't a team anymore. And wasn't he from Russia?" She frowned as Kitty suddenly looked very guilty and shifted in her seat a bit, suddenly she looked at Rogue intently.

"Can you keep a secret?"

"Can you?"

"Rogue!"

"Yes, yes I can."

"well the thing is you see, I've kinda sorta been keeping in contact with Piotr since he left the states to get back to his family."

"What?" Rogue was stunned, not that Kitty had been chatting with a former enemy, but that she hadn't known about it – Kitty was the worst person for keeping a secret! "How did I not know about this?"

"no one knows and you can't tell them, Kurt and Scott would go insane!"

Rogue threw herself back on the bed laughing "Oh my god you are so into the tortured bad guys, first Lance now Piotr! You're priceless!"

"Look he's a really nice guy, Magneto was blackmailing him. It's not like we're dating, he's living in Russia!" Kitty was fuming, rogue wasn't supposed to be laughing at her – she was doing this to help Rogue after all.

"Ok ok, but come on that's cool – you kept a secret, this is a breakthrough for you isn't it?" Rogue sat back up and grinned.

"Do you want me to ask him about Gambit or not?"

"Yes yes ask him, tell him it's just cause he's joined and we're curious – don't mention me."

"Fine. Now don't you have a DR session with Wolverine?" Kitty looked at the clock and then back at the distressed look on Rogue's face, "Better get going, he hates it when you're late."

"Ok, well keep me informed. I'll see you latesr." With that Rogue left and Kitty began humming to herself, she was going to get Rogue with Gambit – or else they would regret it.

"Stripes will you pay attention!" Wolverine hollered from the other side of the dojo, Rogue was slumped against the wall opposite him looking a bit confused as to how she got there.

Wolverine stomped over and pulled her to her feet, "You're invulnerable, you have super strength and flight, not to mention you can take me out with a single touch – now explain to me how, with all that, I just threw you across the room?"

Rogue was still confused as to how that happened herself, so she resorted to teenage rebellion and shrugged. Wolverine growled, "Hit the showers, we'll be having a re-match tomorrow morning and your head had better be in the game cause you'll be in here at 8 and you won't leave until I'm satisfied you are commiting yourself – got that?" Rogue nodded, the silence trip usually worked with Wolverine, don't give him anything to throw back at you. "Get out of here." He grumbled.

Rogue sighed as she leant back against the closed DR doors, her mind was elsewhere and she knew where. It was on him. She growled a bit and stomped towards the showers.

As she opened the doors to her and Kitty's room, hair still damp from the shower, she jumped in shock to see not her room mate, but Remy sat on the bed shuffling cards.

"Umm Remy, what are you doing in here?" she asked as she stood at the door.

"T'ink we need to have another chat, seems you and de chat been digging up about me."

"Well fairs fair – you dug around on info on me, I'm just returning the favour. Except I won't go as far as to try and read your diary."

"Don't got one." He muttered, "Look just ask ok?"

"Right cause you'll tell me right? You'll tell me all about the little things in your head that cause you to think so little about yourself? You'll just open up and spill your deepest darkest secrets?" she shut the door as she spoke, hoping no one had realised he was in here.

Remy looked up at her angrily, "do I know all yours?"

"Yah know most of them and you sure know the darkest one yes!" she almost yelled, she was angry that he was angry at her.

"Yeah well my deepest darkest are a bit worse chere."

"that ain't how it works swamp rat! I opened up to yah and I know yah gave me a bit, but I want more – I want to know what makes you so sure you ain't a good guy!" She was really angry now, she didn't know why. Maybe she was angry at herself for wanting to know him better, she knew she should just back away, but she didn't want to.

Remy was fighting for control to, this girl barely knew him and she was demanding secrets from him – how dare she? Thing was, he'd give anything to tell her, but she didn't know what she was asking.

"Ain't it enough to know that it's in de past? Dat it ain't about to be repeated? Ain't it enough to know what it does to me?" he was almost pleading with her. She wasn't accepting it,

"No it ain't. You wanted to know all about me and you weren't willing to settle for talking to me, or anything – you went straight for the secret things. Well tough swamp rat – I want the same. That's why I wasn't mad at yah – I understood ok? You wanted to know everything about me to see if what you were feeling was true right?" she waited as Gambit slowly nodded, "Yeah well, so do I."

The last part was said so quietly that Gambit almost didn't hear it. He wished he hadn't because the thought that she might care back was too much. He couldn't tell her, he wasn't man enough to.

They both sat in silence, Gambit trying to figure out this and Rogue panicking that she had revealed too much too soon. Suddenly he stood up, she looked up at him, wondering if he was going to leave. He looked at her sadly for a second and moved towards her, "I'm sorry chere, tis the only way I can do this." Rogue's eyebrows shot up, unsure as to what he meant.

She was quickly rewarded with an answer as his lips crashed to hers, his arms enclosed around her waist and pulled her close. She didn't have a second to think about it before his mind began to soak into hers. She pushed against him, desperate for him to stop touching her, she pushed too hard and he flew backwards against the wall, unconscious.

She was screaming, that was all she could figure out was her – the loud screaming voice. She knelt down and covered her ears, trying to sort through the rush in her mind. It was like he had put all his worst memories at the fore front of his mind so that she would get them all, but she also got the guilt, the terror, the resounding fear. This was what made her scream.


	5. Chapter 5

_No….she looked around her at the burning theatre, people were screaming and running, others lay silent where the falling debris had hit them. She looked around, she had to get out of here – get home. Her hands were burning, she looked down to see them raw and bloody, what was left of her gloves hung it tatters at her wrists. There was so much blood…_

'_Pere you can't do dis to me!' she pleaded with her father_

'_son it's best for de guilds, don't be so selfish.'_

'_selfish? I don't want to marry de fille! De family has used me my whole life and now you want me to secure peace?'…_

_She looked around the lab, the doctor had said he could help, that he could cure the surge in her powers. She didn't trust him but she had little choice in the matter, no more people needed to die because of her…_

_She vomited in the sewers, the child she had grabbed in her arms wailed. How? She didn't want to think about what she had witnessed, what she had caused. The sewers under Paris were awash with blood and she had been the cause of it._ _How could she be so stupid as to_ _let this happen? Why didn't she question her task? She had almost died trying to stop them, to chase them off. She managed to grab the child in her arms before Sabertooth could get to her and then she had fled…_

"Rogue?" her eyelids fluttered and she groaned, the screaming had stopped at least. She opened her eyes to see Ororo stood above her, "Rogue?"

"Oui, I mean, yes I'm awake. What happened?" she looked around her and realised she was in the med lab.

"We found you on your knees screaming and Gambit unconscious and bleeding. We were hoping you could tell us?"

Rogue groaned as she sat up in the bed "Maybe you should ask him."

Ororo just pointed at the bed next to hers, Gambit lay still unconscious with a bandage round his head. Rogue looked guilty, remembering something "Ah yes, I may have pushed him too hard – is he ok?"

Ororo nodded "We think he'll be fine when he awakes, you've both been asleep for 2 days."

"2 days? What? I'm going to kill him when he wakes up, stupid swamp rat!" Rogue glared at him, still not quite remembering everything that had happened.

"Rogue, tell me what happened – the professor has said that he specifically told Remy to steer clear of you?"

"He did, but Remy didn't. He was confused, we were talking – we're friends sort of." Rogue shrugged trying to figure it out herself, she wasn't sure but she knew this was all his fault somehow. "I came back from the showers and he was sat on my bed. We were arguing about something…I can't remember what. And then-" Rogue's eyes widened and she swung round to look at the still unconscious Gambit "You idiot!" she hissed at him, she swung back to look at Storm who was shocked at the look on Rogue' face, "My eyes – are they his?" Storm just nodded, wary of Rogue's reaction.

Rogue swung out the bed and stormed over to a mirror by the door, sure enough her eyes were red on black and she looked tired. "merde!" she yelled before she turned to look at Storm "Tell me when he wakes up cause I want him to be awake when I kill him!" with that she stormed out, leaving a very confused Storm sitting on the bed in the med lab.

Not long after...

"Urgh, what de hell hit Remy?" he grabbed his head as her turned in the bed, eyes not yet open.

"Rogue, we think." Came Storm's voice, Remy jumped and open his eyes, immediately regretting that move as the bright lights burned his retinas. Hand over his eyes he peaked through them to see a very angry looking Storm.

"Two days Mr LeBeau, you were here two days before you did something stupid, is that a record?" she raised an eyebrow, Remy slumped further into his pillows.

"How long was I out?"

"Two and a half days, Rogue was out for two as well. You are lucky she woke up first, she isn't very happy with you – care to explain why?"

"Ummm…how angry is de fille?" Remy asked, sensing that Rogue hadn't told Storm what had happened.

"On a scale of one to ten, I'd say you better hide for a while. She mentioned wanting to kill you. That was right after she checked her reflection and realised she had your eyes." Storm grinned, she didn't want to encourage this kind of behaviour but it reminded her so much of Jean Luc.

Remy's said eyes widened, "Remy an idiot." He muttered. Storm nodded.

"She was also swearing in French. Now I won't ask how you touched her because I don't really want to know, I will ask that you apologise and that you try to take the professor's advice. Rogue doesn't need any more pain in her life and if you continue to cause her any I may have to take action. Despite my friendship with your adopted father I'm sure he'd understand if I dropped the odd lightning bolt on your head."

Remy had stared at her in open-mouthed shock as she admitted knowing his father, "You know Jean-Luc? How?"

"Let's just say we worked together for a while when I was younger. You were a child at the time." Storm stood up made for the door, "He isn't as bad a man as he makes out Remy, or at least he wasn't when I knew him."

Remy just sat in shock, the last few days had seen his world turn upside down and shaken up more times than he could count. He was never one for the quiet life but this was just turning into a convoluted, dragged out mess of an affair.

Dropping his feet over the side of the bed he stood up, first things first he would sort things out with the resident southern belle before she sought him out to kill him.

"Chere?" Remy peered around the half open door into Rogue's room nervously, praying she wouldn't throw something at his head. The room was empty.

He stepped in and immediately regretted it as the door slammed shut behind him and Rogue stood leaning against it, looking down at the floor, her long hair covering eyes he prayed had returned to green. She looked up, they hadn't. Remy cleared his throat,

"Chere, Remy came to apologise –" he stopped as she grinned,

"Ah know what you came here for cherie." Her voice was a weird mix of her own and his accents, Remy swallowed at the leering glance she swung down and back up his body, she sauntered towards him, hips swaying, Remy swore under his breath, unable to take his eyes off hers.

She stopped in front of him and ran a finger over the stubble on his chin, "Yah here for me right? To see if I still want to kill yah." He tried to speak but the feel of her satin-gloved hand running down his face made it all but impossible. "Yah want to see how much of yah Rogue got, what Rogue knows about yah." Her hands were now smoothing themselves over his shoulders.

"I don't want ta kill yah Cajun, many tings I want ta do ta yah, but killin' ain't one of dem." She stepped back from him, abruptly breaking the spell she weaving about him. Remy tried hard not to moan at the sudden lack of her warm body against his. She turned and took the gloves off slowly and dropped them on her bed. Opening the large French doors she moved out and leant against the balcony giving Remy – who had followed her every step with his eyes – an excellent view of her behind clad in leather trousers he swore he'd never seen her wear before.

She was still talking to him, he shook his head and tried to pay attention, "You really shouldn't have done what yah did. When I get the little bits of yah personality finally out of me I promise yah a world of pain swamp rat." Her voice then dropped and Remy moved to stand next to her as she continued. "I know why yah did it, yah wanted me to know and yah were to scared to tell me yahself. But it ain't right to invade mah mind like dat, it ain't fair. I've had nightmares for years tanks to Wolverine and Magneto, but now…now I got yours too. And yours, your take some beating yah know. Never seen so much blood." She trailed off staring into the distance as Remy steadied himself against the balcony railings, he had done this – he had given her these nightmares so why was he shaking at the thought she knew what he had done. "T'ing is I also know your biggest crime is stupidity, not wickedness. Yah ain't bad, yah just wrong sometimes. Yah didn't kill no one in dose sewers, yah saved someone. Yah shoulda checked why yah were asked to lead dem dere, but you did what you could once yah knew. I just wish yah didn't obsess so much over it. How yah live wit de screaming ah don't know." She stopped then, her voice just a whisper.

Remy had stood and listened for as long as he could stand it, now she stopped he realised he couldn't face her knowing. He had done that and now, now he was scared. So he did what he always did, he tried to run. Problem was she knew him now and just as he turned to leave a hand reached out a grabbed his arm, he tried to free himself – but it's not so easy against a girl with super strength.

"You ain't going anywhere swamp rat." She turned, still holding his arm, to face him. She was still sporting his eyes and she was angry. His psyche in her head was the momentarily brave part of himself that wanted to face up to what he had done – and he wasn't backing down from the forefront of her mind. In fact it wasn't her that had grabbed his arm, but his own psyche grabbing control. She was scared, but also curious as to what he wanted himself to face up to so she was wasn't fighting it. "You got to answer to what you did, admit to it. Come to terms wit de fact dat you ain't got to take dis all on yourself!"

"Chere stop." Remy whispered, pained and unable to meet her eyes. Her voice was wavering by the second between her own southern twang and his Cajun drawl.

"I can't stop! It's you doin' dis! Noting to do wit Rogue, dis is your mind telling you to face your issues!" She wasn't yelling, but hissing the words through clenched teeth, her fingers gripping his arm tighter and tighter. Remy stared at her in shock, wondering how he could escape. Then he realised something else, a faint glowing hum was emitting from his sleeve - she was charging his coat where she had grabbed him.

"Chere! Pull de charge back!" he frantically screamed, struggling against her grip, for a moment her eyes flashed green and she looked confused, but the red on black snapped back into place and the charge dissipated. Remy was panting, the struggle and the panic at the sudden confrontation with his own subconscious was too much. Rogue just stared at him in a mixture of concern and disgust.

"You got face it Remy. I'll help, but you can't escape dis. You let me in and now I can't get you out. You're going to face dis or I'm going to lose my mind." She stated simply, before letting go of his arm and gripped her head, grimacing in pain. "Remy ah-" she sputtered before slumping to the ground unconscious.

It took Remy a minute or two before he was able to come out of his state of shock and look down at the unconscious girl. Scooping her up he placed her gently on the bed and sat down on her office chair. He would wait till she had dealt with his voice in her mind and awoke. She knew everything now, no point in hiding was there? Plus he couldn't let her lose control for him, not now that he knew she might care for him as well.


	6. Chapter 6

Rogue felt groggy, she was confused – why was she still in bed? She had left the med bay right? Slowly opening her eyes she groaned and leaned up on her elbows and immediately spotted the Cajun asleep in her desk chair, slumped down on the desk. It all came back to her in rush, Remy in her mind, the confrontation on the balcony and the sudden departure of his psyche to the back of her mind. She must have collapsed and he bought her in here – _and stayed – _a part of her mind whispered in hope. _No reason for him to leave_ she thought bitterly. Swinging his legs over the edge of the bed she realised just how late it was, just gone one am. She was still dressed so she quietly opened the doors and took to the sky, landing softly on the roof moments later.

Remy watched her leave through hooded eyes and with a sigh he realised he was going to follow her and the confrontation would begin again. It was like he had no control over his actions, they felt pre-ordained…destined even.

"Feelin' more like yourself chere?"

She had heard him come up and stand behind her, nervously he had lit a cigarette and she had waited for him to talk.

"Yeah, got mah green eyes back an all." She turned up to him and he almost smiled at the relief he felt that she no longer mirrored his own red eyes.

"We goin' to talk bout dis?!" he asked, still standing behind her.

"About what? Ah know what ya did, Ah know how ya feel bout me. It'll pass Remy, but please don't go round carrying so much on yah shoulders. We may need you and it won't do no good if your too racked by guilt to be any help." She didn't look at him as she spoke, just stared into the distance.

"Not dat easy chere." He moved to sit down next to her, legs hanging over the edge of the roof, nervously smoking his cigarette."

"Ah know, but ah know everything and ah don't blame yah. Just wish you'd told me instead of forcing me to see it through your eyes. Took a while to get back to myself this time." She was looking at her hands and he could see her shaking. He realised then that she'd been scared to have so much of him over take her.

"Remy is a selfish coward chere, couldn't get de words out right."

"Ah know."

"oui, course y'do. Not much you don't know bout Remy is dere?"

She just laughed lightly and shook her head, "I've pushed it back, Ah ain't going through your memories more than ah have tah. I know bits, but not everything."

"Dat' a relief, Remy has a dirty mind chere – wouldn't wan to corrupt you." They both grinned at each other then, an understanding had been reached. She didn't hate him for his past actions and he didn't hate her for having him in her mind. They understood each other then, perhaps her more so than him.

"So, yah on the team then Swamp rat?" she sounded tired, not surprising considering the battering her mind had taken.

"Guess Remy is chere. He be on de side of angels now heh?"

"Not quite angels, not all of us anyhow." she muttered quietly, looking down at her hands.

He cursed himself, he hadn't meant to bring back her melancholy mood, he cautiously wrapped an arm round her shoulders and pulled her into him.

"Hey, if Remy not allowed to wallow den neither is Rogue. You got Remy now chere, we can be de not-so-angel-like members of de team. Need it wit Cyke and Red around!" she smiled as her head rested on his shoulder. He kissed the top of her head, "You got Remy chere, if you want him."

His breath hitched as he realised what he had said. He held his breath for a response. She sighed and curled closer to him and it was only when he felt her breathing even out that he realised she must have drifted off. Not sure if it was a good idea or not, he lay back against the roof tiles and held her against his chest. He hadn't felt so peaceful in a long time and decided to follow her example and drift off under the stars.


	7. Chapter 7

She awoke with a start, sitting up suddenly and looking around confused. She was unsure as to what had woken her so abruptly, and she was slightly shocked to find herself on the roof of all places. It was only when she heard a muffled groan behind her that she realised that she wasn't alone either.

"Chere, you ok?" gambit was beside her leaning up on his elbows looking groggy. She nodded, still trying to recall at which point she had fallen asleep on the roof. They were talking and then – well then there was nothing, she must have fallen asleep on him she realised. She smiled back at him,

"Yeah I'm good, woke up with a start is all." She leant back on her elbows so that she was level with him. He was cute when he woke up she decided – all mussed long hair and bleary eyes. She blushed slightly as she realised she was staring at him and looked away. The sun was just coming up and it promised to be a nice day.

"You've go exactly ten seconds to explain yourselves."

Both southerners jumped at the sound of Wolverine's voice behind them and they hurriedly stood up, standing as far apart as possible without falling off the roof. Logan stood behind them at the hatch that led from the top floor of the mansion. His claws were already out and he did not look happy to see the two of them so cosy up here, and it was obvious they had been up here all night. They glanced at each other and realised just how bad it looked, Rogue was still dressed in leather pants and a vest top, Remy still in his jeans and t-shirt he had been wearing in the med bay.

"Logan, put the claws away. We were just talking." Rogue held out her hands in what she hoped was a calming manner. She thought reasoning might be the best way out of this "I'm 18 Logan, I can sit and talk to someone on the roof without your permission." He just raised an eyebrow at that, and much like most people when faced with stony silence she tried to fill it, "Look, it's not that bad a thing, we weren't doing anything." That seemed to tip the balance away from their favour.

"Really? Cause his scents all over yah stripes."

"Ah, um…" Rogue couldn't think what to say and threw gambit at pleading look, he just shrugged.

"Stripes, you go in, me and gumbo here gonna have a chat." Logan was staring at Remy now, who to give him his due was staring straight back unwavering.

"No, for gods sake, I'm nto going to leave him up here for you to gut like a fish Logan. He hasn't done anything wrong!" Rogue was fuming now, they were being treated like they were children – by Logan of all people! One of the few people who treated her like she was a mature person…normaly.

"Realy? Cause from what I hear gumbo here has been stalking you of late."

"Ah know, look we've sorted all that!"

"I haven't. Kid here is to cocky for his own good, well I'm gonna bring him down a peg or two." He was advancing now, Rogue could see the panic in Remy's eyes, then she saw it shift to what she though might be defiance, _oh god, their going to kill each other_.

"Chere's already done dat mon amis." Remy said quietly, stopping both Logan and Rogue – who had been preparing to hold Logan back – in their steps.

"What?" both of them said

"Rogue her knows everyting Wolverine, more dan de professor and certainly more dan you. She de only one I let judge me." He was being honest Rogue realised, and with Wolverine.

"This true stripes?" Logan was looking at her, she just nodded and pulled of her glove, charging it she threw it in the air and let it explode, demonstrating how she knew. "Anything you want me to gut him for?" he looked almost hopeful and she tried not to laugh at Remy's suddenly worried face.

"Not this time sugah, but I'll let yah know." The claws went back in and every muscle on Remy's body suddenly untensed.

"Right, well the minute he does you call me and we can gut him together. Gumbo, consider this a probationary period with me – not the school, one tear from her and your out." He nodded at Rogue and went back down the hatch.

They stared at the hatch door, wondering what twilight zone they had entered in their sleep.

"Must be good to have someone care dat much for ya chere." Remy whistled and once again pulled a cigarette from his pocket, hands still shaking slightly.

"It is. Ah should go Remy, Kitty is gonna be all over meh when she wakes up to find meh still not there."

"We ok chere?" Remy looked at her and she smiled,

"Yah Remy, we are. Anyone gives yah trouble, come get me ok?" with that she took to the air and was gone, Remy sighed. It wasn't quite what he had meant, but for now he would take what he could get.


	8. Chapter 8

Two weeks later…

Gambit had settled in, virtually every male member of the household had threatened him in some shape or form if he messed up or betrayed them, the women had nodded their support and then all but melted when he offered them smiles and kissed their hands. Rogue, to the surprise of everyone but the teachers and Kitty, had ignored all the fuss and been rather civil to him.

They had introduced Remy to the finer points of the danger room and to the concept of punishment for not rising early enough for your sessions. He had been running errands for a week now after he incurred Wolverine's wrath. Driving kids to summer camps, to airports and train stations, doing the weekly shop, servicing cars, motorbikes, jets…it was clear he wasn't going to be over sleeping again in a hurry.

Whilst he still maintained his cocky attitude, the events of his first few days with the team had tempered it somewhat – not with the ladies mind, but with the team work and practise. He showed up (after that initial session), he trained hard and he tried not to annoy Cyclops – easier said than done. He wanted to learn, to be better, to impress Rogue.

Rogue for the most part played the role of the associate and friend. In public she never let on that they were anything more than team mates. She didn't respond to his flirtations, she wasn't phased by the attention, nor obviously jealous when it was lavished upon others. She knew Remy wasn't in his own bed some nights, but it was because he was usually up on the roof with her, or riding around. His mutation gave him a surplus of energy and she often saw him agitated, desperate for something to do. It was times like those that she helped him, she would go for walks with him, fly behind his bike when he went for drives, sit on the roof talking to him. No one knew, or let on that they knew – both the southerners were unreadable by psychics and they tended to disappear before Logan got back from wherever he spent his evenings. If anyone had clicked that they were always out at the same time, they kept it to themselves.

She knew at least that Kitty had kept this all secret, because Kitty knew that if she blabbed, so would Rogue. And with Piotr due back in the states for a visit, she was hoping to meet up with him without having to explain it to the team, or more precisely – Logan.

So things went on apparently normal to all eyes, they hadn't been sent on a mission yet, but Gambit was proving himself to the team through danger room sessions and even Scott had started to lay off him.

It was just gone midnight on a Saturday when Gambit joined Rogue on the roof of the mansion, it was now October and he pulled his old duster closer round himself to ward off the chill. Rogue was only wearing long pyjama bottoms and a vest top; her invulnerability meant that she didn't feel the cold wind that was whipping her hair round her face. He found himself just staring at her; she had toned up considerably since he first met her all those months ago. The new powers she had received seemed to have shaped her muscles to their best effect, making her look slightly taller amongst other things.

His eyes skimmed down her body, he loved it when they were all alone, and she always covered up less of herself. She knew she could trust him to be careful so she wouldn't always have to be – it was a blessed relief to her not to worry all the time.

As he continued to stare at her he noticed the small smile playing at her lips, lips that no longer wore the purple lipstick she used to cover them with. He didn't know if it was Carol's influence or if she was just growing up, but she seemed more open these last few weeks that he had been around – with everyone. The gothic interest was still there, her clothes still tended towards the darker end of the spectrum and the music – well he always preferred Jazz and Blues, but her taste had begun with angry rock music and was maturing into a general appreciation for all different styles, though if she was particularly annoyed she still turned on the rock music as loud as possible.

Her eyes, also free of make-up, were fixed on the horizon and she gave no sign of knowing that he was behind her. Deciding to change that he pulled a cigarette from his pocket and lit it as he sat down beside her.

"Evenin' chere."

"Hey Remy, been out?" She asked, turning to him with a smile on her face, he smirked back.

"Oui." Was all he said before taking a drag, he hated these little interchanges between them, her thinking that he'd been out picking up girls and him not denying it. He hadn't, he couldn't – he'd tried and found that all he could think of was her. She brushed off any comments he made about thinking of her and with a sinking heart he had come to think that maybe she didn't want him as any more than a friend. So he let her think what she would.

"Remy?"

"Oui?"

"Ah - Did yah know Piotr was coming back into town?" He looked at her through his hair, she had changed what she was going to say to him, he had noticed the slight hesitation. He chose not to pick up on it though.

"Non, he's not been in touch wit Remy lately. How'd you find out?" he was genuinely curious, he'd been good friends with Piotr – but with everything going on in his family and what not they'd lost touch.

"Him and Kitty are friends."

"Huh? Tin man got himself a girlfriend?" Remy chuckled, Rogue joined in.

"She's says they're just friends, but yah know Kitty – she likes the good guy done bad thing a little too much. I think she's going to try and convince him to join."

Remy raised an eyebrow "Would be nice to see a friendly face, Cyke and Logan still trying to kill Remy when you ain't looking."

"Yah wind em up something chronic swamp rat and yah know it."

"Dey make it so easy chere, tis hard for Remy to resist."

Rogue didn't reply, she had gone back to staring into the distance.

"What you t'inking bout chere?"

"Nothing."

"Liar."

"Ha! Y'all can talk, you're a professional liar!" she still didn't look at him.

"Seriously chere, somet'ing bothering you, you can tell me."

"First person speech? You must mean it."

"I do."

"It's nothing, just letting my lack of control get me down. Ah can control Carol's powers but not my own! Ah just, ah just want to have control then ah can get on with my life yah know?"

"Oui chere, Remy do."

Rogue looked up sympathetically, "I'm sorry Remy, ah know what yah went through to get yah own control. Ah shouldn't drone on about this like ah fool." Remy smiled at her,

"No harm chere, Remy here for you." He watched as she got to her feet. "Going somewhere chere?"

"Yeah, need to clear my head so I can sleep. I'm gonna fly for a bit, sorry tah up and leave yah." She shrugged at him as she lifted off the ground and waved behind her as she flew off to the outskirts of the grounds.


	9. Chapter 9

It was mid-morning before Remy realised he hadn't seen Rogue since she took off last night. Logan had kept him busy all morning in the danger room and now he was done he wanted to see Rogue, see if she was any better today.

'Professor you seen Rogue?' he asked telepathically, impatient to see her.

'No, I assume she has gone out.' Remy frowned as he heard the answer,

'Have you seen her this morning?' he asked

'No I don't believe so, are you concerned for her wellbeing?'

'Oui, she was upset last night and then went for a flight.' Remy looked out the window, something didn't feel right.

'I've asked Logan to come to my office, I'll see what he knows.' The Professor told Remy as Logan barged in.

'You wanted something Chuck?'

'Logan, have you seen Rogue at all today?'

Logan looked between Remy and the Professor and jumped to his own conclusion, all 6 claws slid out, 'What did you do gumbo?' he growled, not looking away from Remy he spoke to the professor 'ain't seen her all morning and she didn't sleep in her bed last night, I assumed she was up on the roof with gumbo here. Haven't smelt her around either.'

'Please put the claws away Logan, Remy saw her last night but then she left to go for a flight, she hasn't been seen since. Please could you scout the grounds?'

Remy looked relieved as the claws retracted and Logan nodded at the professor and left. 'Remy could you also scout around – see what you can find out from Kitty as well as the security cameras. I'll look with cerebro.' Remy nodded,

'Oui professor, keep me informed.' And with that he too left.

The professor sighed, he knew Rogue had been having problems, but between her talks with him and her friendships with Remy and Kitty, he had hoped that she was working through them. Entering cerebro, he sent a silent to prayer to a god he wasn't sure he believed in, that for Remy's sake Rogue was found. The love Remy felt for the southern belle had been growing and he didn't think it health for the Cajun to keep it bottled up like he was.

'Anyting Wolverine?' Remy asked as he met the Canadian at the steps, after seeing him walk back across the grounds. They had both been searching for hours and it was now late evening.

'Not a thing, but when she leaves by air it's hard to track her. Last scent I got was the roof. Anything on the cameras?' He asked hopefully as he sat on the doorstep pulling out a cigar. Charles had yet to contact them from cerebro, but if Rogue hadn't used her powers then it might take a while for him to search the area.

'Non, and no ones seen or heard from her either. Sometings really wrong, she was upset last night about her powers, but she wasn't depressed or anyting, just a bit down.' He dropped his head into his hands and stiffened in shock as he felt Logan's hand pat his back reassuringly.

'Don't worry Gumbo, chuck'll find her and we'll go gut whoever took her. Then you can finally get some balls and kiss her.' With that he stood up, stubbed out his cigar on his hand and went into the house. Remy sat there, head still in his hands, wondering if he had entered a parallel universe. Did Logan just give him permission to touch Rogue? Did everyone know he was in love with her?

'_X-Men please report to my office at once.'_ The telepathic summons rang in Remy's head as he sprinted towards the office, the professor had found something about Rogue and it was serious enough to merit the team going.

The team were assembled in the professor's office, sans Rogue, when Remy arrived. He shut the door behind him and sat with Kurt and Kitty on the chesterfield sofa by the door, Scott and Jean were stood by the desk, Storm and Logan were leant against the bookshelves. Scott looked up at Remy as he entered and frowned, turning to the professor,

'Where's Rogue?' Kitty, Logan and Remy all looked guilty.

'X-Men, Remy and Logan discovered Rogue missing this morning. She went for a flight just after midnight last night and hasn't been seen since.' The professor stopped as the other X-Men all gasped. 'I have used cerebro and now have reason to believe that Rogue has been taken to Seattle.' Once again gasps of shock from all, including those that had know she was missing – with the notable exception of Remy.


	10. Chapter 10

He sat in silence, mouth open in shock but unable to make a sound. _Seattle – why there of all places. Must be a coincidence_, he thought to himself, but he looked up as he felt everyone's eyes on him. The professor was slowly shaking his head, pity in his eyes 'I'm afraid it's no coincidence Gambit, Sinister has her.'

'Wait, who? Professor what does Remy have to do with this?' Scott interrupted, the sound of Logan's claws being unleashed was followed by a growl.

'Logan, please.' The professor motioned for him to retract his claws and then turned his attention to the stricken Cajun. 'Remy do you know why Sinister would take her?' Remy didn't answer, his mind was a jumble of thoughts, the overwhelming one was trying to make him flee to Seattle, to find her, trade anything – but get her out of Sinister's clutches. He didn't hear the professor call his name again, not the others clutch his shoulders and try to snap him out of his reverie, he didn't even notice them hold Wolverine back who looked ready to gut him there and then. It was only when he heard a shrill cry of a bird and a brief flicker of flame that he jumped to attention. His eyes immediately drawn to Jean who looked concerned but nothing else. He frowned in confusion, he hadn't imagined it – she had been surrounded by flame and trying to get into his mind.

Shaking his head to clear those thoughts that weren't of immediate help to him finding Rogue he suddenly appeared to notice everyone else in the room. He made to grab the door handle but the professor's hand on his arm stopped him.

'Remy, we need you to tell us so we can help Rogue. I know a little of the man that calls himself Sinister, but not enough.' He was pleading with the Cajun, who he knew wanted to run off to Seattle to help Rogue. Gambit looked around, Wolverine was still looking furious, but the claws were in.

'Tell us what you know gumbo and maybe I won't gut you for getting Rogue into this mess.'

Remy thought for a moment before nodding and moving to the window, he didn't want to face them as he told them all this. He had worked hard in the last few weeks to try to be one of them, telling them this would probably mark the end of his membership of the X-Men for good.

'Remy was 13 when m'powers showed up, had been expecting dem since always had de eyes. Dey weren't much at first, jus made tings go boom. Notin' big and only man made stuff.

Den shortly after Remy's 16th birthday tings went wrong. Everyting he touched exploded, bigger dan ever and didn't matter what it was – metal, stone, people. Managed to draw it back to him for a while, but soon it was getting to big – once de object was charged I couldn't take it back. Didn't even need to touch it, just tought about it and boom.' He stopped talking and stared out the window at the gathering clouds.

'And den dey really got out of control when I was 17. Was in a theatre in Seattle when it happened. Not sure why or how but suddenly de whole building was humming wit de charge, I yelled for people to leave but was too late, not enough warning. De whole building exploded. 23 people died, more injured. Remy was found in de middle, hands badly burned from where I had tried to pull the charge back and my arm was broken. Dey took one look at Remy's eyes and arrested him, De one time dey get it right heh?' he smirked at the memory, still not looking at them, he had heard their horrified expressions and it was only going to get worse.

'Was in de prison cell when Sinister showed up, never seen him before dat time. I didn't know what was happening, all I could hear was de screaming from de theatre going over and over in my mind. He offered to control my powers and like a fool I said yes without tinking. I just wanted rid of dem. Next ting I know the wall of de prison is blown out and I'm being taken into what looks like a portal and den, suddenly I'm in Alaska.' He stopped, he wasn't sure how much to tell them – he had been with Sinister for a year before he had escaped after Paris and gone back to New Orleans. He had been party some horrific things, painful times. He decided to just tell dem what he knew – they wouldn't want him back regardless.

'He operated on m'brain and when I woke up I had control again. My powers were like they were when I was 13 – could only explode through touch and only inorganic. It was bliss, never been so happy. Didn't last long dough. Sinister wanted payment. He was a scientist who had experimented on many mutants in order to gain de knowledge he has – not sure how old he is, but he spoke about Victorian London like he knew Jack de Ripper personally. He had dese laboratories, and all de time there would be mutants in dere – some willing, some not so much so. Because he had helped me I was in his debt, he used to threaten my family should I try to leave. Den about a year later after many 'task' – mainly stealing for him – he asked me to form a team of mutants and sent us to Paris. Remy didn't know what dey wanted to do in Paris, Sinister kept dat much from me. Just asked me to lead dem to de mutants in de catacombs and den I would be free of de debt. I didn't ask question I just did as I was told – I wanted out as quickly as possible.' He sighed, taking out a cigarette he lit it with his finger and took a drag.

'I showed dem de way and den dey struck. I didn't know what was happening. All of a sudden dey was killing de mutants in de tunnels. Sabertooth was one of dem, merde Remy never seen anyting like it before. I tried to stop dem, but not much I could do. I grabbed one of de young filles before dey could touch her and den I ran. Don't remember much else, I woke up two days later in a guild safehouse wit a note to say dat de Paris guild had taken the child in. Never heard from Sinister again.'

He didn't turn around, he just stared out of the window and smoked.

'Sinister is after Remy, no other reason to take Rogue to Seattle, his bases are always somewhere remote. He's just trying to flush Remy out using Rogue as bait. Means he's also been keeping tabs on Remy since Paris. Merde, shoulda known would never be free. Didn't tink it would impact on de x-Men dough. For dat Remy sorry.'

'Sorry? Rogue's been taken by a mad man and you're sorry?" Scott was furious, he'd known not to trust Remy and he was right, maybe if he had more forcefully stood against the professor's decision then Remy wouldn't have joined and Rogue would be safe

'Scott please calm down. Remy, can you show us the base in Alaska?' Storm interceded.

'Oui, but de base won't be dere no more. He'd have destroyed it and moved on.'

'Let's get to Seattle then, if he's using Rogue as bait then we at least need to be there to get her free.' Jean stated, the others nodded. Remy looked at them, their love for Rogue meant that he had been granted a stay of execution, but if – when Rogue was returned safely, then he would have to answer to them. He held up a hand to stop them as they were about to leave the room.

'He'll have her at de theatre, dey never rebuilt it. Oh and Remy knows Sinister, even if he gets me, he won't hand Rogue back. Her powers would interest him too much. He'd want to experiment on her. Remy not trying to save himself here.' He added as Kurt and Scott frowned at him, both obviously believing that they could hand Remy over and get Rogue back, 'Just stating de facts. Sinister don't play fair, don't bargain wit him, d'accord?' Logan nodded at the words.

'Sounds like good advice, team get to the jet we leave straight away.' With that they all left, Remy turned to look at the professor before exiting.

'Guess Remy shoulda told you all dis? Maybe chere'd be safe now.'

'If Sinister is the man you say he his, I doubt any of us would have been safe. I wish you had told me Remy, but I understand why you did not. Rogue knows all this?' Remy nodded, 'I trust her judgements Remy, you should too. You are not the evil person you believe yourself to be. You'd better hurry.' Remy shut the door at the Professors last words and ran to the hangar. Rogue was in trouble, Remy could save her, that's all he cared about right now.


	11. Chapter 11

'How do we know we can trust him?'

'The professor does.'

'He trusts everyone! This guys been here all of two weeks and already Rogue is gone, we all know he has a history with her – maybe this was all planned.'

'Kurt will you leave it, Rogue trusted him and she absorbed him – if he had been planning anything she would have known.'

'Ja but –'

'Kurt stop it ok, getting Rogue back is what's important now. Remy is the one that raised the alarm that she was missing and he's the one that knows something about where she might be.'

'Ja, but he's the one that got her involved in the first place! Not to mention that he's a killer.'

'Kurt that was an accident! Rogue put someone in a coma when her powers emerged, she also killed Mystique, Scott took out half a school injuring lord knows how many people. Mystique killed people – you were willing to forgive her. Leave Remy alone, he probably blames himself enough for this.'

'Rightly so.'

'Scott! Look you two, blaming Remy isn't going to help Rogue. Leave it until she's safe. He knows more about this guy than any of us so you are going to have to trust him.'

'She's right Scott, I don't sense any maliciousness from Gambit.' Jean put an arm on her boyfriend's shoulder. 'He just wants her to be safe. He loves her.'

'Yeah I know. Look let's just get Rogue safe and then we can have a chat with Gambit.' Jean looked helplessly at Kitty who just shrugged. The boys were not so willing to work with Remy as they were, even if it was only for Rogue's sake.

Jean glanced at Gambit who was sat hunched over the lap tray of his chair scribbling furiously as he had been for the whole journey so far. She was tempted to take a peak at what he was doing, she assumed it was some form of plan. She narrowed her eyes slightly as she felt the walls that were strong in his mind. Suddenly she gasped and her hand flew to her head, at exactly the same time Gambit had yelled and fell to his knees in front of his chair, the paper he was working on went everywhere.

Jean looked up in fear as everyone turned to look at the two of them. Gambit was panting on the floor as though he had just run a marathon; his face was twisted in pain. Storm looked at Jean's worried face and back at Gambit, she put a hand on the redhead's shoulder, 'Jean what happened?'

'I don't know, I was just going to take a look at what he was drawing! I'm sorry I don't know why I did that, I don't normally. Oh god is he alright?' tears were streaming down her face, she honestly didn't know what she had done or why.

Logan grasped Remy by the arms and dumped him back on the chair, his eyes were open now and he seemed to getting his breath back. 'What happened Gumbo?'

Remy swung his eyes to Jean, he look terrified, Storm and Logan glanced at each other and then back at Jean, she was sobbing into her hands by now and Scott was trying to comfort her. He glared at Gambit, knowing that somehow Jean was upset because of the thief.

'Remy not know, was drawing a floor plan of the theatre den all of a sudden dere was a screech in m'head. Could see flames – Jeany was in dere but she didn't look like Jeany, she was a bird. Like a phoenix or something. All Remy know is dat it hurt, mon dieu did it hurt.' He looked down at his hands.

Jean had looked up as he spoke, her sobs calmed and she seemed fixated on what he was saying. 'A phoenix? All flames?' Gambit nodded, Jean went white. Before Scott knew what was happening she had slumped unconscious in his arms.

'Scott take her to the back of the jet.' Storm spoke and then looked at Remy, 'Did she say anything?'

'Non, just de screech and den she was gone when Remy yelled out. Seen her do it before, in de Prof's room. When you were all trying to talk to Remy, she tried to get in, but I don't tink she realised it, when I looked up she was surrounded by flames but none of you seemed to notice. Remy tought maybe he was seeing tings.' He looked round at them all, Logan looked thoughtful, Storm concerned, Kitty was upset and Kurt was glaring at him. Remy sighed, apparently even this was his fault, god knows what Scott would do to him the minute Logan wasn't looking.

'Storm, let's keep on to Seattle – you check on Jean and I'll lead the team. If she's not awake by the time we get there, you take her back to the mansion. We'll contact the professor and let him know what's going on as well. Gumbo – come up front, bring the plans, we need to figure out what we're going to do. Jean was our only psychic on this mission so we need to do this the old fashioned way with reconnaissance and cunning. Kurt, Kitty – make sure you're ready when we land.' Logan stomped back to the cockpit and the others followed their orders. They were only half an hour from Seattle now, Remy glanced out the window, he wondered what they would find when they got there.


	12. Chapter 12

She didn't know where she was, but she knew it wasn't the mansion. She couldn't hear anyone around her, but after living with Logan and the swamp rat she knew that people could be so silent that you wouldn't know they were there until they wanted you too. The hood on head and the bindings round her wrists and ankles had gone someway to hinting at her that she wasn't amongst friends.

And the fact that she couldn't feel any of her powers told her that maybe she should be very very afraid.

'Ah my dear, I see you're awake.' The voice came from her right, it was male, but she couldn't place the accent. Something about it triggered something in her memory…no not hers – one of her psyches knew this person. With a sinking feeling that she knew who it was she delved a little deeper. Remy's psyche was terrified – Remy knew this man and he feared him, but there was also guilt and shame. Then Rogue remembered the story Remy had told her – the doctor who had operated on him, the one who had made Remy repay the debt in terrible ways. She decided to keep her mouth shut, she wanted to know what this 'doctor' wanted.

'I know you're awake my dear Rogue, I know a lot about you, you see. I've been following you for a while now, ever since I saw you on television.' He stopped then and Rogue felt him right beside her, he slowly pulled the hood off her.

She blinked at the sudden bright lights, two fluorescent tubes hung above the slab she was tied up on. Quickly her eyes adjusted and she looked around her, it appeared to be a lab of some sorts, set up in what looked like an old theatre. Once again one of Remy's memories was trying to tell her something, but for now she chose to ignore it. She turned to her right to try and see the man who was coming around the table, her fear growing by the second.

He was tall, dressed in a smart suit and tie, pale blue skin, glowing red eyes and black hair. She took in his strange appearance with not a second thought, I mean – she had lived with Kurt, Beast and co for too long now to be shocked by what she saw. But when he grinned, then she gasped. Instead of normal teeth, his were all sharpened points – rows of porcelain daggers glinting against the pink flesh of his mouth. He looked down at her as he pressed some buttons on machines around her.

'Allow me to introduce myself, my name is Sinister – I am a doctor with a keen interest in mutants. As you can see I am one myself, although I am no longer quite as nature intended.' He stopped then and leaned over Rogue, pulling at the bindings as she shrunk back trying to get as far from his as possible. He untied the ropes and pulled her arms to some leather straps by her sides and fixed her down tightly, before doing the same to her ankles. She was now flat on her back staring to her side watching in rapt fascination. With no powers and no means of escape, all she could hope to do was learn as much as possible and pray the X-Men found her soon.

'You see Rogue, I've bought you here to Seattle in order to not only study your fascinating mutation, but also to reacquaint myself with an old friend of mine. You may know him – Remy LeBeau, otherwise known as Gambit. Me and him go way back, you should get him to tell you about it one day, maybe ask about this old theatre too. That boy has some fascinating stories to tell – I'm sure your precious X-Men would like to hear them too, maybe then they wouldn't welcome him with quite so open arms.' He was still wondering around changing settings and plugging things in. Suddenly he appeared in her vision, leaning over her and grinning with a needle in his hand. 'You see Rogue, I chose this location so I could flush Remy out, that boy is in my debt you see and I want him and his skills back. It was just pure chance that meant that I could do so whilst at the same time as getting you! You wouldn't believe how thrilled I was when I saw that he had turned up at your door, luck rarely delivers like that. But – ' he said as he tapped the needle of clear liquid and turned back to her, 'You are my main aim my dear, you and your delicious powers. Everything I'm doing here, everything my life's work has led up to, has achieved…' he held her arm and positioned the needle, he grinned at her in victory.

'Was all for you.'

With that he plunged the needle into Rogue's arm and she screamed, her terror overwhelming her now, but all too soon her vision began to swim and everything turned black.


	13. Chapter 13

'Rogue!' Jean bolted upright, tears still streaming down her face, her eyes wild.

'Jean, Jean calm down.' Scott tried to get her to lie back down, but her muscles were tensed and she wasn't paying him any attention. She shoved him aside and ran to the front of the plane, she spun Remy's chair around.

'He has her! He's doing something to her, she's terrified. Gambit it wasn't your fault, he's been watching her for longer than he's known you. Oh god.' She collapsed at gambit's knees weeping. Wolverine and Gambit stared at the stricken girl as Scott, Storm, Kitty and Kurt stood by the door.

'Jeany, what d'you mean?' Remy said quietly

'He knew about her from before he knew about you, he's been watching her since she was young. It's just chance that led you two being together when he finally got to snatch her. Remy it's not your fault, you couldn't' have done anything to stop it.'

Remy didn't trust himself to talk right now, his head was pounding – all that time he had spent with Sinister and he didn't notice him watching Rogue, then again, why would he? He hadn't known her then.

'Jean, how do you know this?' Storm said quietly as they all tried to digest this new information.

'I could see her and him in the theatre in Seattle, she's tied to bench in a make shift lab. He was talking to her, but it was like I could see both of their thoughts as well. She was terrified, but she kept quiet, trying to learn as much as she could. He'd injected her with something when he took her that meant she couldn't access any of her powers. He, oh god, he was horrible. He worships her like a holy grail – like she's the mutant he's waited all these years for. The others were practises whilst he searched for her. He thinks that she's a key to some sort of research he's been conducting. He injected her again and then she screamed, that's when I woke up.'

'Jean, how could you do that? You're powers were never that strong – even when you freaked out.' Kitty stated as she helped Jean to stand.

'I don't know, but it's not important right now – Sinister was prepping Rogue for some sort of operation, we need to get there now.' Jean looked around and the others nodded. Storm and Logan shared a knowing glance, once Rogue was back safely, they were going to have a chat with the kids and the professor – too much was being kept secret at the mansion.

'Ok we're landing half a mile from the theatre, it's a safe bet that Sinister is expecting us.' Logan stated loudly as he began to descend through the clouds in stealth mode. He looked over at Gambit, 'Anything else we should be aware of? What are his goons going to be like?'

'Avoid dem – dey are killers, dis lot ain't.' he said simply, staring at the Seattle skyline, tension visible in his shoulders. Logan looked concerned.

'You going to hold up through this?'

'Oui. Remy knows what he got t'do.' He turned his chair as they landed and looked at the X-Men assembled behind him, they looked so young. 'Look, we go in covertly, under no circumstances can we attempt to face of against de people he'll have guarding de theatre, d'accord?' they all nodded, except Scott who seemed about to make some sort of protest, Gambit held a hand up to silence him 'Non, dese men are trained killers – Sabertooth has worked wit dem before, dey won't take it easy on you just cause you're young. We can't defeat dem – we just gotta get Rogue and get out. Chat – you know what t'do, Blue – you and Scott got you're side covered?' they nodded, Kitty looked petrified, but determined. 'Storm, you provide de cover, Wolvie Jean you're wit Gambit oui?'

'You all know what t'do, let's go – Kitty you wait here for the signal.' Kitty nodded as they departed and then went to the console. She made sure all the communicators were on permanently and that the onboard cameras were pointed in the direction of the theatre. Gambit's signal mustn't be missed. She was shaking, but she was confident they could do this.

As a light misty rain began to descend, obscuring views of the city, Jean ran a telepathic sweep over the theatre, immediately sending the others a detailed layout of exactly where Sinister had placed his guards.

Scott nodded to Kurt as they made their way to the theatre, Kurt grabbed his hand and teleported them to the roof. Unsurprisingly there were no guards there – it might have been because there was barely a roof, just the tops of the walls and some luminous blue tarpaulin stretched across the gap. Black scorch marks showed the damage Gambit had inflicted. The rain continued to fall as the two balanced precariously atop the northern wall and made their way around to the less-than-safe looking remains of the fire escape ladder. Looking down they saw an unknown mutant patrolling, his stance and colouring confirmed that Sabertooth was still working with Sinister. They sent this information back to Jean and continued along the western wall until the came to the point at which the tarpaulin was attached. Looking carefully through the gap they tried not to make a noise. The sight below them was terrifying, but getting caught now would only seal Rogue's fate.

Stretched out on a bench was Rogue, she was tied down and surrounded by lab equipment just as Jean had said. She was clearly unconscious and they leant back slightly as a man came into view beside her. Taking it to be Sinister they looked at each other worried, he was wearing a white lab coat and had a mask over his face. In his hand was a scalpel, it was covered in what looked like blood.

They frantically tried to see what he was doing, there didn't appear to be any sign of cutting on Rogue, not at first glance anyway. But then Kurt grabbed Scott's arm and pointed to her left leg. Her trousers were cut off at the knee and an opening in the skin was just about visible. Kurt tried not to hiss in anger as he gripped Scott's arm harder and they watched as Sinister began to sew the wound back up. Whatever he had done to her – they were too late to stop it, hopefully they could reverse it though.

They watched as Sinister put the tools down and cleaned Rogue's left, then he moved out of their sight. Quietly Kurt ported them back to the building Remy, Jean and Logan were standing behind, half a block from the theatre.

'Well?' Logan asked gruffly.

'She's in the main part of the theatre, we're too late though – Sinister had already done something to her leg, he was stitching it back up when we arrived.' Scott stated, Kurt stood mutely, too angry to do much but think of all the ways he could destroy the man who had captured his sister.

'He'd have put a chip in her.' Remy said quietly. They all looked at him, he cleared his throat and continued, 'It's how he controls people. You tink Remy woulda done dose tings if he tought he could get out? De chip he put in Remy's brain to control de powers, it can also kill de person. Remy destroyed de controller for de chip before Paris, dat how I got away.' Storm sighed,

'Do you not think it would have been appropriate to tell us this before?'

'Musta slipped Remy's mind. It won't just control her, will do something to her powers too.'

'But the chip was in her leg, not her brain.' Scott said

'Remy don't know bout dat, all I know is dat mine was de brain, others may be somewhere else.' He was shuffling from foot to foot, impatient now. 'Jean, is Sinister still in wit Rogue?' Jean closed her eyes for a second, but nodded sadly when she opened them.

'Sinister knows we are coming Gambit, he would not be so foolish as to leave her alone.' Storm looked at Remy calmly, 'But we assumed this, we cannot wait for luck to shine on us – we must make our own. You and Logan should go now.'

Logan nodded and grabbed Gambit by the shoulder, frog marching him out of the building. 'You ready Gumbo?'

'Non, never be ready to see dat man again. Remy be ready to see his chere again though.'

With that they made their way silently to the theatre, Jean kept them constantly updated on the guards positions, having moved up to the top of an adjacent building. They were banking on Sinister thinking the X-Men would confront his guards, rather than just try to take Rogue back by stealth. If worst came to worst, Jean would try to knock as many of them out as possible, Logan, Remy, Scott and Kurt would take the rest and Kitty would phase Rogue out.

They approached the theatre and Remy pointed out the small entrance blown out of the side, the patrol was currently on the other wall – they had about 20 seconds. They rushed inside, immediately flattening themselves against the inside wall as the unknown mutant guard walked back past. They had purposely avoided the entrance nearest Sabertooth's patrol – his nose was far too sensitive to sneak past.

Kurt and Scott sent a silent update, they were in position on either side of the building not covered by Sabertooth, Storm continued to bring in the light rain, not making it any heavier else the guards become suspicious, rain in Seattle was to be expected after all.

Remy and Logan began to circle the outside hallway that led into the main theatre where Rogue was. There were two guards inside, one directly above them on the balcony hallway and one with Sinister in the theatre space. Logan motioned to Gambit that they split and take one entrance each, Gambit nodded his agreement and they split up.

The plan was to create a diversion for the two guards and Sinister, in which they would also signal Kitty to come get Rogue, the minute Kitty had her outside the grounds Kurt would teleport them all back to the jet and out of the way of the guards. Wolverine and Remy would hold of the guards and Sinister (neither of them were unaccustomed to dealing with over the odds fights with trained killers) with the help of Jean, Kurt would then come back and get them if needed. Storm would have the jet ready to leave the second they were all onboard.

Remy knew it would fail somewhere, he just hoped the part where Rogue got onboard and the others got her out would succeed. He was able to look after himself if the worst should happen. It would be a small price to pay for Rogue's safety.

Logan knew what Remy was thinking and he sure as hell wasn't going to let Gumbo go down so easy. The kid had a guilty conscience the size of which Logan had never seen. Even with the knowledge that they had failed to protect Rogue from an obsessed mad man, he somehow thought this whole mess was his fault. Logan wasn't about to explain to Rogue that not only had a mad man operated on her but a they had let Remy commit suicide in the rescue mission. He let his claws slip out as he saw a shadow round the corner. It had been a while since he had had a real fight, he hoped these 'guards' were the trained killers Gambit had promised cause he needed to hurt something real bad right now.


	14. Chapter 14

Jean watched from the roof top, able to see clearly what was going on through both Remy and Logan's eyes. She cringed a bit as Logan jumped at the guard in the corridor and felt Gambit jump as he heard the noise of the fight. Sinister was surely aware of a presence now.

And that was when she felt it begin, it was a warm tingle down her spine. She shifted her perception and she felt Sinister's delight at the impending arrival of his 'prodigal son' – Remy. She felt him smile and glance at Rogue in triumph. Her perception widened, she could feel all of them – the X-Men, the guards, Remy. The only one she couldn't feel was Rogue – it was like she dead, but she could see her chest rising – Rogue was alive. Just blocked from her somehow.

She grinned as she looked through the eyes of over 10 people at once, feeling the myriad of emotions that accompanied that vision. Gasping she realised that everything was tinged in orange, looking down at her hands they seemed to be aflame. She laughed through the telepathic link she had with the X-Men, she felt their confusions and their attempts to ask her what she was laughing at.

Suddenly she saw clearly what she had to do, she took to the air, allowing the flames to build up around her body, she felt the call of something wild in her mind and the screech of a bird, the screech she had heard in Gambit's mind before.

People on the street were looking now, at first they were screaming thinking the building was on fire, but then it rose into the sky and took on the shape of a bird, the silhouette of a woman clearly seen against the bright light.

She could feel Logan fighting the guard, too far into his berserker rage to care about the strange things coming over the link. Gambit was being more cautious, the guard above him was distracted by Jean's display and didn't come down to see what was attacking the other guard. Gambit entered the theatre. Jean could sense the fear rolling off him, the victorious elation felt by Sinister and the joy of hidden knowledge. She smiled, nothing was hidden from her now.

She disappeared from the skyline, causing gasps from the crowds. Kurt had teleported to Scott when he had seen the flames, and quickly they had gone to where Storm was waiting, they had all seen Jean's transformation as they had felt it through the link, Kitty had appeared beside them also. They looked at each other as they saw her vanish, they knew where she was. Without a word Kutr grabbed all three of them and teleported them to the theatre, to the hallway Gambit had walked down.

They stood by the door, Rogue still lay on the bench on the stage of the theatre, Gambit was in front of them, Sinister stood by Rogue. Jean hovered above what was the stalls. She was staring at Sinister, who looked genuinely shocked. No one was talking or moving. The sound of Logan dumping a very bloody body in through the doorway brought their attention, he looked up at Jean, and then across to Gambit and the others. Gambit stared at Rogue's unconscious form, The others – including Sinister were staring at Jean. She languidly looked over at Logan and grinned.

'Wolverine.' She said simply, then she looked back at the other X-men, 'Shadowcat, Nightcrawler, Storm, Gambit, and Cyclops. Sweet Cyclops – Jean likes you.' She said in a voice that managed to be both sing song and eery at the same time.

'Jean?' Scott asked, fearful of the answer. She shook her head.

'Not Jean.' Storm gasped, Kurt and Kitty clung to each other fearful for two of their team mates now. What was Jean looked around the theatre, the flames still surrounded her. 'We are Phoenix now, and we will help you.'


	15. Chapter 15

'Sabertooth!' Sinister's roar made them jump, immediately Wolverine and Gambit sprung into action as the guards from outside entered the room through various holes in the walls. Gambit sent four charged cards at the masked figure which jumped down from the balcony, sending them careening into the walls, unconscious. Wolverine and Sabertooth glared at each other as they moved towards each other.

'Stop!' Phoenix spoke quietly but the effect was immediate, no one could move.

'You.' She pointed at Sinister, 'You play with things like you are a god, like you have the right. You don't.' she spoke with quiet authority as she flicked a finger and Sinister was lifted into the air.

She looked around and raised her other hand, the four guards in the room rose to the air also, Sabertooth snarling, but the others were silent. The X-Men remained motionless.

Sinister and his guards were floating above the stage now, Jean held one arm out towards them, 'You will leave this place.' Was all she said and they were gone. She remained hovering but moved towards Rogue, the others still could not move. As she moved towards the stage the buckles holding Rogue snapped, Jean turned her head to Remy, 'You, come take her to the jet.'.

Remy nodded and ran to the stage, with a leap he landed beside the bench and picked her up carefully. She was breathing ok he noted with relief. Kurt appeared beside him and put a hand on his shoulder to teleport them back to the blackbird.

The others looked at Phoenix, she was still bathed in flames above the stage, the shape of a bird clearly visible, as though Pyro was manipulating it.

Scott moved forward and looked up at his girlfriends figure 'Thank you for what you've done, but who are you and why have you taken Jean's body?'

'We are Jean, we are Phoenix. This body is ours.'

Storm stopped Scott from saying more as he looked angrily at the creature.

'Please, we don't' understand. We would like Jean back.'

'We are Jean, but we understand. Jean will be returned to you for now.' With that the flames slowly dissipated and Jean's form floated down before collapsing unconscious on the stage. Scott scooped her up and held her close. Wolverine and Kitty stood beside Storm, Kitty looked at the teachers, 'For now?' she whispered so Scott couldn't hear. Storm was about to reply when Kurt reappeared.

'Ve have trouble outside, ve must leave now.' He grabbed Scott's shoulder as the others held on and he teleported back to the blackbird. Remy was sitting beside Rogue who was laid out on the medical bench at the back. He looked at Jean in Scott's arms and shared an empathetic look with the man as he laid Jean beside Rogue.

'Your chere really saved de day.' He said quietly

'If that was her.' Was all Scott muttered as Storm took control and the jet lifted. Below them crowds of people had gathered along with police and army personnel. The jet was undetected thus far, but the noise caught their attention, however by the time they could do anything the blackbird would be miles away.


	16. Chapter 16

"Any change?" Storm asked Hank as she walked into the med lab and handed him a cup of coffee. He shook his head sadly and they both looked over at the two unconscious girls lying on the beds.

Rogue hadn't stirred since Seattle, not a murmur or a slight movement anywhere. Jean was no better, although she appeared to dreaming, occasionally Hank would jump at the sound of a groan or a quiet cry, but she never awoke.

It had been three days now and no change.

"Are you any closer to figuring out what he did to Rogue's leg?" Storm asked as she saw Hank look at the x-rays and scans on the desk beside him.

"It's attached to an artery and some nerve endings. Now that the chemical in her blood that suppressed her mutant powers has faded I am unable to even do exploratory surgery. The scans are all I've got to go on, and as advanced as they are they are not telling me what the chip will do." He sounded tired and angry, Storm sat down beside him and rubbed his shoulders.

"Can we replicate the chemical he used?"

"No, it flushed out within a few hours and the blood sample I took was degraded by the time we got back to the mansion. Unless we find a way to turn off that invincible skin, there is little we can do." He pulled out some papers from underneath the scans and looked at them again, "I even thought of using some sort of magnetic field to short the chip, but unless we know what it can do that would be far too dangerous."

He picked up his coffee, glanced at the sleeping girls and back to Storm "I'm at a loss. I admit it, I've no ideas at all."

Storm smiled at him, wanting to comfort the man who hadn't slept since the girls were bought in. "Has Remy been able to tell you anything?"

"No, he never stayed around for the science he says."

"Where is he now? I thought him and Scott would never leave here."

"They went back to Seattle with Wolverine to see what they could find. They are also planning a trip to Alaska to see if any of the computers were salvageable. Remy doubts it, but I think Wolverine just wanted to get them out of my hair." He sighed, "Not that it's helped any, I'm no closer now than I was."

"Hank, you can't beat yourself up about this. None of us know what has happened to them. For all you kno-"

Hank and Ororo jumped up out of their chairs as both girls suddenly screamed and sat up in their beds, frantically scrabbling at the various tubes and electrodes attached to them.

They rushed over and tried to calm them, Beast took Rogue and Storm went to Jean.

"Rogue, please calm down. You're in the med lab, you're safe!" he said as he tried in vain to stop the super-strength girl from getting out of bed. She forcefully pushed him back and took to the air as he slid across the floor. Storm wasn't fairing much better with Jean, who had merely put up a force field around her bed as she calmly sat up and the wires dropped away. She wasn't screaming anymore, but she was shaking.

Rogue hovered above the bed, Jean stood beside hers. Storm was one side of them, Beast on the floor the other side. No one spoke, the two girls were visibly shaking and were looking at each other. Suddenly Rogue floated down to stand on the floor and held out a hand to help Beast up.

"Ah'm sorry Hank, ah didn't know where ah was and you just grabbed meh – "

"Not to worry, I'd gladly have a bruise just to see you awake. You've had us worried – both of you." He glanced at Jean, her eyes were darting back and forth nervously.

"Do you both remember anything that happened?"

"Ah was unconscious, but Jean filled me in as we slept. So to speak." Rogue said, looking at the red head with wide eyes, Storm and Beast looked confused. Jean continued for Rogue.

"I was dreaming and somehow Rogue was there. it's confusing to explain but she knows what happened in the theatre." Jean looked down at her hands as though guilty. Rogue looked over at her, they had never really got on – but Jean seemed to be beating herself up over this. The Southerner put a hand on her shoulder, "You saved me, you saved us all." Jean didn't look up but she did nod.

"My dear, do you know anything about what was done to Rogue?" Hank directed his question at Jean, both girls immediately tensed, Storm sent an alarmed glance at Hank, "I merely ask because we are unable to do anything beyond scans as her powers are now back in full force."

"He had her on the slab, he had cut open her leg – he put some sort of chip in, that's all we know." Storm interceded, "We need to know more, we must now what it's designed to do, but we can't remove it for fear of hurting her."

"I don't know, his mind was just a jumble – like he was so overjoyed at finally finding her. He wasn't thinking about the details. I just don't know."

"Do you know where Phoenix sent him?"

She nodded but didn't answer, Storm berated herself silently for bringing it up, Jean obviously was distressed about this whole affair.

"Ah'm hungry, Jean probably is to – can we finish this later?" Rogue asked calmly, she knew Jean was upset and as concerned as she was with the state of her well being, what with a mad scientists computer chip in her leg, she wanted out of the lab.

"Of course, go to your rooms and freshen up, I'll make sure there is food ready in the kitchen." Storm opened the door and led them out, looking back at Hank as she went the two shared a concerned look.

"Are you worried?" Jean asked Rogue as they sat in the kitchen alone, eating the soup Ororo had heated for them. The X-Men were in Alaska searching through a derelict base. The professor was also absent, the mansion eerily silent with them all gone.

"About an ickle chip in mah leg? Nah." Rogue said between mouthfuls of soup, hoping to sound unconcerned, she raised an eyebrow at Jean "Are you?"

"About a being of immense power taking over my body? Of course not." they both smiled at the blatant lies.

"Ever get the feeling that our lives aren't in our control anymore?" Rogue mused as she finished her soup and leant back in the chair, propping her feet on the table, free to do so since no teachers were around to tell them off.

"Did you ever have the feeling they were?" Jean countered as she pushed the finished bowl of soup away.

"Touche." Rogue whispered "Ah don't know Jean, ah was always involved in some sort of scheme of someones, always someone trying to use mah powers for their own gain. But, the last few weeks seemed to be the first time ah was free of that. Ah wasn't scared of being used, ah wasn't thinking about it all the time."

"Because of a certain Cajun?" Jean smirked as Rogue looked confused.

"Remy? What's he got to with it?" Jean frowned slightly, was Rogue playing dumb or did she really not know?

"You and him are quite good friends, always sneaking off."

"He's a good friend, I know him better than most – thanks to mah powers. We have an understanding." She wasn't looking at Jean now and Jean allowed herself to hope that maybe she was right.

"He doesn't care about your powers."

"That boy don't care bout much that he should care about." Rogue humphed, "Gonna get himself hurt one of these days."

"Well I think it's sweet." Jean grinned as she picked up the plates from the table and took them to the dishwasher, "And he's not too hard on the eyes either." She was rewarded with a blush from Rogue, a rarity if ever there was one. She switched on the lights, it had gotten dark and still no sign of the others returning, looking at her watch he eralised it was past 11.

The southerner stood up as the familiar sound of the Blackbird coming home drifted in through the open window, "speak of the devil." She muttered and looked at Jean "you coming? Or in all the talk of the swamp rat have you forgotten Scott?"

"Of course not! Don't say things like that." The two walked out towards the hallway where the lift from the underground hangar would bring the X-Men back to the mansion. They stood waiting in silence as they heard the lift ascending, suddenly Rogue began to panic, not knowing why she felt the desperate need not to be confronted by all of them at once. Jean turned to look at her, surprised by the waves of fear and panic washing over her, "Rogue?"

"Ah, ah can't do this, ah- tell em ah'll see them later." With that she took to the air and flew straight up the main staircase and out of sight. Jean was shocked at the sudden change in her demeanour, so when the life door opened and five X-Men stopped in shock at the sight of her, she didn't know what to say. Luckily Scott ran to her and pulled her into a huge hug.


	17. Chapter 17

"Oh god Jean I'm so glad you're ok!" he whispered into her ear, before suddenly pulling back, "You are Jean aren't you?" he said quietly, she looked at him and just nodded, "Uh yeah, of course. I'm happy to see you again Scott." She hugged him back, "I'm so sorry, I thought I would lose you!" the two clung to each other. Kitty, Kurt and Logan all smiled. Gambit however just frowned.

"Where's Rogue?" he asked, Jean let go of Scott and looked at the worried Cajun, he too hadn't slept in three days and he looked like it.

"She was here, but she took off just before you got up here. I think she panicked, she went upstairs." Jean motioned to the grand staircase, and Gambit broke into a run and was gone. The others watched him before Logan spoke up, "glad to see you up Jean, is Rogue ok?" he said simply.

"She was, but then she just started to get scared and ran. I'm not sure what happened to be honest."

They all slipped into silence as the four younger members went to the drawing room. Logan pulled out a cigar, lit it and stared at the staircase. He was glad they were ok, but something didn't smell right, he grunted to himself and headed for the kitchen; he'd feel happier when the professor got back.

"Chere?" Remy pushed her door open and stuck his head through, there was no sign of her, but the window had been opened and the heavy drapes moved slightly in the breeze. He climbed out and pulled himself up the drainpipe and onto the roof.

Rogue watched him warily from her spot on the tallest chimney, he hadn't seen her yet, but he would unless she left. She hesitated and then he turned and saw her sitting there, looking like she wanted to flee.

As he made his way over she floated down slightly to where the roof levelled between wings. He looked at her, she looked nervous, ready to fly off if he startled her. He didn't know what had been done to her and he was worried.

"Chere you ok?" he asked quietly, not moving towards her. His fingers scratched at his coat, he was desperate for a cigarette.

She nodded slightly, "All's considered ah'm ok, ah think." She shrugged and wouldn't meet his eye. The conversation with Jean had shook her a bit, she knew Remy liked her and she knew she liked him, she had just ignored it while she waited to see what he would do – he never pushed it though and then there was the nights away from the mansion – who knew what he was up to? And here now she was confronted with him, after a potentially life threatening situation – she wasn't stupid, she knew where this usually led, she just wasn't sure if it was a good idea now.

She looked up, he was staring at the floor in front of her feet, like he was nervous. She smiled at that, he was never nervous, in was quite endearing. "Ah'm sorry ah ran off before, ah wasn't really ready for the whole Kitty/Kurt hyperactive thing."

"Oui, Remy understand, dey be a lot of work sometimes." He still didn't look up but she saw him smile, her shoulders relaxed a bit. She could play this game, the one where they talk nice and skirt around the issue – never confronting it. She felt comfortable with this, if a little frustrated. She wasn't some dolly bird who waited for a big strong man to sweep her off her feet, but a muscular Cajun pinning her to a wall and kissing her breathless wouldn't be totally unwanted. Above all, she thought, she was fed up with talking about everything.

"Chere-" Remy began and then cleared his throat, Rogue panicked – she didn't want to be cornered and asked on a date, she didn't want the black and white relationship that Jean and Scott had. She wanted the glimpse of Remy she had got when he kissed her before. She knew she was being silly and unfair to expect something like that from him when she couldn't touch, but hell he was the one that acted like he didn't care about all that!

She jumped up and looked around wildly, desperate for an excuse to leave, "Ah should get tah bed Remy, it's late and ah'm tired as hell." She took to life to the sky but stopped abruptly as Gambit had leapt up and grabbed her ankle. "Let go swamp rat!" she growled in annoyance "Ah can quite happily carry yah, yah can't stop me."

He looked up at her, straight in the eye "Don't go chere, please?" he spoke quietly and Rogue groaned, she didn't want to be the bad guy here but she really wasn't in the mood of a deep one to one conversation either.

"Let go." She tried to sound angry, to force him to let her go. He didn't.

"Non."

"Let go or ah make yah let go." She lifted slightly so that his feet hovered above the roof, he sighed in defeat and let go. Shoulders slumped he watched her disappear over the edge of the roof and down to the mansion below.

"Every time I think you've gone and done the stupidest thing you could do, you prove me wrong and do something even stupider Gumbo." Remy jumped at the sound of Logan's voice. He turned to see the gruff Canadian leaning against the roof tiles.

"What?" he muttered pulling out a cigarette and lighting it with his finger.

"Let's see, you got the girl of your dreams on the roof of a mansion, you've just helped save her life, she's obviously nuts for you and yet, somehow, you manage to get her to the point where she threatens to put your life in danger if you don't let her go. I mean, that's impressive." Logan grinned as Remy's eyes narrowed in annoyance.

"Merde everyone round here got an opinion on how Remy should handle dis don't dey? Maybe dey should try, mah chere ain't exactly making dis easy on Remy."

"Why should she? Your idea of dating was to kidnap her and then stalk her…smooth gumbo, real smooth."

Remy glared at him, he hated that the short man was right, he was screwing things up royally. He knew Rogue liked him, but he was confused as to why she had flown off instead of talking about it.

"Well fun as it is to sit wit' you an' be laughed at, Remy got better tings to do." He started to walk away, but stopped when Logan grabbed his arm.

"Take my advice Gumbo, but I swear if you tell the others I said what I'm about to say, they won't find a piece of you bigger than your thumb." Remy nodded his understanding and Logan let go of his arm. "She don't want to talk with you Gumbo, she wants you to grow a pair and kiss her, if you don't you'll find yourself best friends with her – you want that?"

Remy's looked at him suspiciously, he wasn't sure what to make of the advice, but then again Logan was obviously experienced with women, not to mention he was god-knows how old.

"You sure?" he asked. Logan just nodded.

"Trust me. Now go, oh and remember she's a girl – they like romance and crap, don't corner her in the laundry room, do it right." Remy turned and walked to the fire escape at the edge of the roof, "Gumbo." He stopped and turned.

"Remember, hurt her or tell anyone I gave you advice, I'll gut you like a fish."

"You're secret is safe with me mon amis." With that he vaulted over the roof and slid down the ladder. He had some planning to do.


	18. Chapter 18

"The next morning Remy awoke, a plan formed in his head and a vow not to sleep again until he had at least kissed her. As he ran to the garage to get his bike, he passed Jean sitting on the steps staring into space. He was in a hurry, but he would never forget his manners when it came to pretty ladies in distress. He stopped and looked at her, she didn't seem to notice him.

"You ok Jeany?"

"Hmm?" she turned as if just noticing him and then she grinned, Remy frowned in confusion as she stood up, brushed herself off and linked her arm in his, "So what were you thinking cause I think she likes lilies." She pulled him towards the garage, Remy wondered what the hell was going on.

"Jeany? What you doing?"

"I'm accompanying you to get flowers for the resident southern belle silly, are you going to drag your feet the whole way?" she opened Scott's convertible and motioned for Remy to get in as she sat behind the wheel, "I'm bored and Scott's in a training session with the Professor."

"How did y'know Remy was going to get flowers?" Remy was slightly worried, but as yet there was no sign of flames around her.

"Logan told me to go with you and make sure you got the right ones." She grinned at him.

"Merde, I tought I joined de X-Men, not de Brady Bunch, some tings are meant to be done alone." Remy glared out the window, ever since he joined this group he felt as though things were out of his control, he was losing his trademark confidence and it was all because of Rogue.

"Don't fret on it, this way you can be sure you get the right flowers. Me and Scott are out tonight and I believe I can easily convince the Professor, Logan and Ororo to go out too. You can have the mansion to yourself and do this right." She pulled into the car park of the florist, "She likes this place."

Remy slammed the door shut, "Remy surprised everyone want me and ma chere together so badly, tought after de mission dat he would be thrown out of here fur sure."

"If we were in the business of being judge, jury and executioner half of us wouldn't have been able to join the team. You were used and in all fairness you're our best bet of getting to the bottom of what happened to her. It would be silly to get rid of you now wouldn't it?" She held the door to the shop open, Remy frowned,

"De love Remy feels is overwhelming chere." Jean just grinned.

"Right so Lilies then?"


	19. Chapter 19

She wondered around the house looking for someone, anyone. Hank hadn't been in the lab, Scott and the Professor were locked in the danger room and Logan was MIA. Not even Kurt and Kitty were around to keep her company, the whole mansion was dead.

She had heard Scott's convertible leave earlier and assumed that Jean had taken it for a spin. With a groan of frustration she went up to the roof half hoping that Remy would be there, maybe she should just have this out with the Cajun now, anything was better than sitting around thinking about what had happened to her – that only led to her over-active imagination running wild.

She spotted a waft of smoke from the corner of the roof she had left Gambit on last night and she flew up to take a closer look. She found Logan sunning himself on the roof tiles lazily smoking a cigar.

"Hey Logan." She drifted down towards him, not landing but hovering about the roof.

"Hey darlin', what you up to?"

"Nothing, there's no one around and I'm bored. " She hovered, feeling slightly silly to sound so like a petulant teen. "You seen Remy?" she asked, trying to sound nonchalant.

"He went out not long ago." He looked at her out of the corner of her eye, she seemed to sag in disappointment – or was it relief?

"Oh, ok then, well I'll leave you to your cigar." She moved to turn and leave.

"You really shouldn't give him such a hard time you know." He muttered standing up, she looked down at him in shock,

"What?"

"The Cajun, he likes you – why are you giving him such a hard time about it?" he stared her straight in the eye, daring her to lie to him. She dropped to the roof and ran her fingers through her hair, a picture of frustration.

"Ah don't know, ah just…ah like him Logan, ah know almost everything about him. Ah just, ah well…" she floundered, her arms waving in the air as she tried to demonstrate her confusion. Logan grinned.

"You just want him to do the work?"

"Yes! No- ah don't know, ah don't want him to have meh up on this pedestal. He can't touch meh, ah don't know what he wants!"

Logan put her hand on his shoulder, squeezing slightly, "You saw his mind when he touched you didn't you?"

"Yes, but the parts about meh, they weren't clear and ah'm scared he'll just get frustrated when he realises what it's like!" she was close to tears now and Logan felt how tense she was.

"Darlin' you don't think he's frustrated right now? He's as confused as you are, trust me – boys are idiots when it comes to this kind of thing."

"Ah know, but-"

"Look, don't question him on this ok? He likes you, he doesn't care about the whole touch issue – and knowing Gumbo, he's already got about a million ways to get around that. So just stop running ok?" he patted her shoulder, she wouldn't look up and meet his eye but he could smell the tears. She nodded and he turned to walk away, giving her some time to think. Anyway, all this matchmaking was making him thirsty and it had been a while since he'd been to a bar.

Rogue sat on the roof thinking, she wasn't sure how long she had been up there or what the time was. She knew what Logan had said was right, but that didn't stop her hesitating. She looked over as she heard the gates to the mansion open and saw Jean drive the convertible in, the top was up so she couldn't see clearly but it looked like the Cajun was with her. Rogue frowned, Jean and Gambit weren't exactly close – why were they going out together? Her curiosity peaked she flew down to the garage window and watched as they entered.

"T'anks for dat Jeany." Remy said as he exited the car, but there was nothing in his arms, or Jean's for that matter. Rogue frowned, what was going on? As they left the garage she opened the back door and went in. She peered through the windows of the convertible, there was nothing in the back seat. She shrugged her shoulders, maybe they had just gone for a coffee?

Remy laughed as he watched Rogue come out of the garage looking confused, he had figured on her being suspicious if him and Jean had gone out together. They had ordered the flowers to be delivered tonight.

As Rogue entered the kitchen she saw Jean standing by the fridge reading a note.

"What's up?" rogue asked coming to stand beside the redhead.

"Oh nothing, the Professor, Ororo and Hank have gone out for some sort of play or something. They say Kurt and Kitty are due out tonight as well. Me and Scott are going to dinner and the cinema, do you mind staying in to watch the mansion? All the security features have been stepped up a notch and we all have communicators should something happen."

Rogue looked at her incredulously, "Ah'm sorry what? I just got kidnapped and operated on by a madman who took me from the grounds of the mansion and y'all want to go out and leave meh here alone?"

Jean put the note back on the fridge and turned to leave, "You won't be alone, Remy will be here and Logan is in the bar down the road. I've also worked with the professor to put some telepathic traps down. If anyone we don't know enters the mansion we'll be in here asap, Kurt is on standby should we need him to teleport us."

Rogue didn't know what to say, she felt as though no one was taking her kidnapping seriously, how could they all leave her like this? Then it hit her, Remy. Jean had said Remy would be here. She grabbed Jean's arm as she tried to leave the kitchen. "Jean tell me y'all aren't manipulating things so meh and Remy would be in the house alone." She said through gritted teeth, was there no such thing as privacy anymore? First Logan, now Jean.

"Rogue, stop being silly. I don't need to interfere, you and Gambit like each other – either you'll stop being stupid and do something about it, or you won't. It's no skin off my nose." She shrugged her arm out of Rogue's grasp and left. Rogue growled angrily, was nothing in her control anymore? Mad scientists, stalking Cajuns, secretive redheads, she was fed up now.

She stormed up to Remy's door and barged it open "Swamp rat!" she yelled not seeing him immediately.


	20. Chapter 20

Remy jumped and swung round on the balcony where he had been smoking. What was Rogue doing in his room and why did she sound angry?

"Chere?" he looked in to see Rogue glaring at him, hands on her hips, "You ok?"

"Ok? No ah'm not ok, what the hell is going on?"

"Going on?" Remy was really confused now. Last he knew Rogue was avoiding him, now she was screaming at him?

"It's been less than a week since ah got kidnapped by a madman, but despite this everyone is going out tonight leaving me and you to mind the mansion."

"And de problem is…?" Remy leaned against the balcony doors, his cigarette finished.

"The problem is that ah think ah'm being manipulated here into spending time with yah." She continued to glare, her arms now folded in front of her.

"Not t'de best of Remy's knowledge chere. Dey all just going out. Don' worry, Remy'll make sure you're safe." He grinned, he couldn't help it – he liked winding her up, he wanted her to be as annoyed, angry and frustrated as he was – maybe then she wouldn't run off with that scared look on her face again.

"You're insufferable you know that? Ah'm fed up of people using me and manipulating meh. And ah don't need you to keep me safe!" she was faltering, she was still angry, but she just felt tired now.

Remy, sensing her irritation waning, decided to push further, "Y'know chere you look tense, maybe you should let Remy rub your shoulders?" he smirked as he openly leered at her.

Rogue tensed in anger, trust the Cajun to turn this into something taudry. Why was it when she wanted him to be like that he was all gentleman, but now he decided to act the part of the Casanova.

"Keep your filthy hands to yahself swamp rat." She hissed through gritted teeth and made to leave. He grabbed her arm – why was it that no one ever let you leave in this place she thought. He swung her around and she defiantly glared him in the eyes, he didn't look happy she thought with a shock, he looked – angry? Had she pushed him too far?

"Chere, Remy is fed up of you walking away from him." He said quietly

"Yeah well, Rogue is fed up of your mood swings." She mocked him

"Mood swings? Chere Remy's mood swings are not'in in comparison to yours. One minute you ignore Remy, den you be yelling at him for crimes not his own." He relaxed his grip on her arm and she stood back. "I be fed up of de yelling and de name calling Rogue." He said seriously, she looked surprised, he continued "Remy was going to try dis de nice way, but Rogue not want dat non? You want to annoy me and make me angry – isn't that it?" he moved towards her again until she pushed against the door. Her eyes were wide and she didn't appear to be able to look away.

She was caught, she couldn't move her gaze away from his eyes, they were glowing. He was standing right in front of her, her back was pushed against the door. His head was leant down slightly to be directly in front of hers, she should be panicking about absorbing him but all she could think about was his eyes, and his lips. She almost groaned aloud, she wanted to taste him so much.

He watched as stood there trembling. He could feel the want rolling off her in waves. He could barely stop himself from touching her, from kissing her senseless against the door. Plan be damned, he couldn't wait until tonight to set this up – he wanted her now. He slammed his fist into the door beside her head, she didn't even jump. Her eyes closed briefly and he knew she felt the same frustration as he did, he leaned in closer.

Making sure his hair fell forward he leant his forehead against hers and closed his eyes. "Chere do you know what you do to me?" he whispered hoarsely and opened his eyes briefly. Her eyes were shut and she was breathing heavily

"Yeah…" she whispered so quietly he almost didn't hear her. He closed his eyes again, the heat from her body called him and he pressed himself fully against her, his hands finding her hips and gripping them hard.

She gasped as he moved and her head fell back as he pushed her flush against the door. He was warm against her body, his hands gripping her hips sent electric shocks up her spine. She let out a moan of frustration involuntarily as his head fell to her shoulder and she could feel his hot breath against the thin high neck t-shirt she was wearing.

They stood like that for what seemed like ages, revelling in the warmth from each other's bodies, unable or unwilling to let go. Every time he moved Rogue felt tremors run through her and as one hand moved to the small of her back she arched into him.

Without being able to think clearly Remy moaned as her chest arched into him and he grabbed her hips and pulled her up so she was resting against the door with the legs hooked around his waist, his head still buried in the crook of her neck, his mouth now lightly biting her shoulder through her t-shirt. Her hands came to rest in his unruly hair and he shivered as she ran them down to his neck and her nails dug in at his shoulder blades.

Neither was capable of coherent thought right then, so it wasn't really surprising that one of them should do something foolish. Rogue gasped as Remy lightly bit her ear lobe and ground himself against her slightly. She wasn't sure she could take much more of this. She gripped his hair and pulled his head back so she could look him in the eyes. His were glowing red and he looked at her hungrily. She was lost in a second, not knowing what came over her she growled and dropped her lips to his.

He had known what she was going to do and for the life of him right there, right then he could not think of any thing he wanted more. They kissed passionately, attacking each others lips, greedily drinking in every taste and texture. Nothing happened.

By the time Rogue had realised what was not happening, she was on her back on Remy's bed. Remy had all but thrown them both down after she kissed him, their mouths had barely parted since. Now he was on top of her, his hands running over every inch of her he could reach. Rogue dimly realised something wasn't right as his hands moved smoothly under her t-shirt and hers dragged fingernails down his back under his shirt. His teeth were biting her ear lobe and dragging kisses down her neck when he suddenly stopped, both of them coming to the realisation that something wasn't right here.

He pulled back and looked her in the eye, they were opened wide, her cheeks flushed and her breath came out in heavy pants, as did his. He straddled her legs, his hands resting on her bare skin at the waist, hers on his toned stomach. They looked at each other confused.

"Chere, you got control?" he asked quietly

"Not that ah know of." She said quietly, subconsciously caressing his stomach with her soft fingers, Remy shivered slightly.

"Should we be worried bout dis? Maybe you should talk to Hank?" he asked carefully, he didn't want to stop, but he really didn't want Rogue to be in any danger.

"He's out with the Professor." Was all Rogue said quietly, and then she looked at him in a different way, "We'll be concerned about it tomorrow, today ah want tah just enjoy it." She grabbed the back of his neck and Remy let himself be pulled back down on top of her.


	21. Chapter 21

Rogue sat on the counter in the kitchen, deep in thought. It was after five and everyone was out. She and Remy had stopped after an hour or so of what can only be described as heavy petting. Remy had stopped it going further, Rogue grinned stupidly as she remembered him sitting up, clad only in his boxers, her in jeans and nothing else, "Chere we should stop." She had looked at him like he was insane, growled and pulled him back down but he insisted, between kisses, that something wasn't right and they shouldn't rush into things like this. Rogue had been frustrated, horny as hell, and incredibly touched – not that she let him know that. All he'd seen was an angry Rogue as she bucked and sent him flying off the bed. "Fine, we'll stop then." She spitted out and pulled her top on; she had left him looking confused on the floor of his room. She wasn't so much angry at him as angry at herself for being so silly as to let it go so far, and for the fact that he had stopped it and left her frustrated and not the other way around. Like him or not, she wanted to have the upper hand and she had the feeling she had lost that slightly.

It had taken about 45 minutes in a cold shower before Rogue felt calmed down enough to venture out. Wrapped in a towelling robe she had left her hair wet and curling and gone barefoot to eat, she was starving. Thankfully avoiding Remy the whole time, she had got to the kitchen, made a sandwich and a coffee and sat down to eat.

Remy had watched her enter the kitchen from the hallway, he breathed a sigh of relief, she had just missed him carrying a huge bouquet of tiger lilies from where they had been dropped off at the front door. Heading up to her room, still wet from a very long cold shower, he smiled to himself.

He entered and immediately grinned, the clothes she had been wearing before were strewn across the floor and the mirror was smashed, seems Rogue was a little more than frustrated when he had stopped them earlier. He cleared up the broken glass and moved the clothes to the hamper. He wanted the room perfect.

Three bouquets of lilies were set up around the room, he laughed at the thought of the shock on her face and the sarcastic comments about how cheesy it was that would inevitably follow. Knowing he didn't have much time he opened the balcony doors, a warm breeze swept through. This should be romantic enough he thought to himself and set himself up on the balcony to wait for her.

He didn't wait long, five minutes later Rogue opened the door to her room and stopped in shock. Remy grinned from the shadows but didn't make his presence known.

She frowned at the lilies and shut the door, "come out swamp rat ah know you're in here." She heard Remy chuckle as he lightly jumped down from the railings of the balcony.

"You like chere?" he asked from the doorway.

"They're ok, is that what you were doing out with Jean earlier?" she smelled one of the orange flowers. Remy nodded as she looked at him.

"Oui, had a plan an everyting, but den you showed up at Remy's door all angry and flushed. Couldn't stop m'self." He had walked up to her now and was running a finger down her cheek, she blushed slightly and looked away.

"Well they're very nice, thank yah." She muttered quietly, no longer angry at him.

She didn't protest when he pulled her to him and kissed her tenderly. She did protest when he pulled away as she tried to deepen the kiss. She looked up at him in annoyance.

"Chere Remy ain't one to take advantage just cause you got no powers. Wolvie would gut me for sure." He grinned at her as he held her wrists to stop her from hitting him, not that he really could stop her he mused – she was basically a one woman army. She looked angry, but he could see a glimmer of amusement in her eyes.

"Ah suppose. So what do yah want to do?" she pulled her wrists from his hands and stepped back. She saw him purposely not look below her face and she pulled the thin towelling robe closer round her.

"Remy got a surprise for you chere, meet me downstairs in de drawing room in half an hour. And wear a dress." He moved to the door, Rogue called out as opened it.

"Why do ah need a dress?"

"Cause Remy never seen you in one, would be nice." And he was gone. Rogue looked around her room panicked. There was just one problem…she didn't currently own a dress that fit her. Looking in Kitty's wardrobe she quickly came to the realisation that the girl's clothes were eitehr too pink or too small. She sat on the bed wondering if it was bad form to just ignore Remy's request, then she had a thought.

'_Jean?' _she called out as loudly as she could telepathically.

'_yes Rogue?'_

'_Sorry ta bother you at dinner but ah need a dress!' _Rogue prayed Jean wouldn't ask why.

'_Under your bed in a green box.'_ Came the rather cryptic reply, Rogue knelt down and pulled the green box out.

'_Jean, yah mind telling me where this came from?'_

'_Macy's'_ she swore she heard Jean chuckle.

But as she pulled the tissue away from the dress she gasped and thanked Jean profusely. The dress was amazing, dark green, backless, knee length and silk – perfect. Inside the box was also a sheer body stocking, momentarily confused Rogue looked at it and then realised Jean had thought of everything, the telepath didn't know about the lack of her absorbing powers yet. She grinned to herself as she began to get ready.

She didn't bother with shoes as she checked herself in the mirror, decided against jewellery or make up as well and just brushed out her now dry hair and left it slightly mussed. Looking at her watch she realised that she had kept Remy waiting for about 40 minutes. Without a backward glance she took to the air and flew out of the window and down to the garden outside the drawing room windows.


	22. Chapter 22

"Remy?" she wondered in through the open doors, Remy was sitting on the sofa drinking what looked like champagne. He looked around and grinned at her as he stood up.

"Nice dress chere, Jeany get you dat?" she nodded and smiled, Remy put down his glass and pulled her to him "girl got good taste."

"So, what's the plan?" Rogue asked as she looked up at him, revelling in how her bare hands could caress his neck and the obvious enjoyment he was getting from it.

"Well chere-" he stopped, his hands clutched his head as a scream reverberated around his skull, Rogue did the same. As the sound died they both looked at each other alarmed, "Chere did you hear dat?" Rogue nodded.

"Jean." She stated, the echo of the telepathic scream still in her mind, "come on, it sounded like she was close!" Rogue grabbed him under the arms and flew them through the house, as they entered the hallway Rogue stopped and slowly lowered Remy to the floor, her eyes glued to scene in the doorway.

Jean was stood, bathed in flames, in the open doorway. Her arms out to either side bracing herself on the doorframe, her head bowed. Rogue and Gambit slowly made their way towards her, "Jean? Girl are you ok?" Rogue asked quietly and then stopped advancing as the redhead's eyes swung up and glared at them through her long hair. The eyes glowed with flames and she grinned. Gambit stopped advancing too and deftly stood in front of Rogue, she growled and pushed him behind her "Invulnerable remember swamp rat?" he raised an eyebrow at her and shrugged.

"Phoenix?" Rogue ventured, the girl's grin got wider, the flames appeared to grow also.

"Phoenix." She muttered as she nodded and stood up straight.

"Any reason why you're back?" Remy asked from where he stood behind Rogue, "and where's Scott?" Rogue realised that she had forgotten their field leader in the shock of seeing Jean possessed.

"We desire knowledge, this body can give us that." Jean now stood strongly in the hallway, her clothes melted away forming a red body suit with orange sash, a stylised phoenix appeared on the chest. Her hair floated around her also bathed in the red and gold flames. She held up her hands and looked at them as though confused, "this body has so much potential, so much to offer."

Rogue and Gambit looked at each other, Rogue decided to push Remy's previous question, "Where's Scott?" Phoenix looked at her.

"Scott? The boy who loves Jean…yes he was there." She wasn't looking at them anymore, she was looking at her hands again, "He was nice, he tasted nice. We like him we think."

"Sugar, you ain't making any sense – where is Scott now?" Rogue was seriously worried, something was very wrong. She was telepathically screaming for the professor to get home, but getting no response.

"He was angry when we took over the body, he wasn't very nice after that. He will be ok." She floated upwards and looked down at the two southerners, "We need to improve this body, we need it at its peak. We must go." She looked up and Rogue and Gambit suddenly realised she was about to take off.

"No! You can't take her!" Rogue screamed as Phoenix flew straight up through the roof of the mansion.

"Chere, now would be a good time to get us out of here!" Gambit yelled as parts of the roof began to fall from the hole Phoenix had made. Rogue was staring straight up, tears in her eyes threatening to fall, she quickly looked at Gambit, grabbed him under the arms and flew out of the front door. Depositing him on the steps she yelled for him to get the others and then she flew after the trail of flames seen clearly in the sky.

"Rogue!" Gambit yelled worried, he looked at the mansion as the main foyer collapsed, screaming telepathically for the professor he was shocked when he heard him answer, he had been trying the whole time Phoenix was there with no luck, she must have been blocking him.

'_Gambit, what's wrong?'_

'_Professor, Phoenix is back, we think she's hurt Scott and now she's flown off and Rogue went after her!'_

'_Storm has contacted Kurt we will be back momentarily, I can track Rogue through Cerebro.'_

'_Phoenix destroyed part of the mansion when she left professor.'_

"So she did." Remy wheeled round at the sound of the Professor's voice, behind him stood Storm, Hank, Kurt, Kitty, and Charles. Wolverine arrived moments later as Kitty was phasing the professor down to Cerebro. He had Scott slung over his shoulder.

"Found him in his convertible down the road, he's out for the count, can't wake him." He said as he surveyed the rubble at the front of the mansion. Looking around he glared at Remy, "Where's Rogue?" he asked as he lay Scott on the ground.

"She took off after Phoenix." Kurt said as Remy looked angrily at the sky.

"Chere de only one could follow her, tink she's going to do something stupid." Remy muttered, Wolverine raised an eyebrow.

"You think she's going to absorb her?"

"Non, dat not be a problem at de moment. Her absorption powers don't seem to be working." Remy refused to meet Logan's eye, knowing that the Canadian would jump to the wrong conclusions; Logan merely grunted and looked away.

"Her absorption powers are off?" Hank interceded; Remy nodded "Oh my stars and garters, this could have something to do with the chip in her leg. We must inform the professor at once."

"We'll get to that once we have Jean back Hank" Logan snapped impatiently. Beast glared at him.

"If Rogue's powers are acting up then I think we should be worried about it now – she's following Phoenix using flight, what if that also fails?" Hank turned to Kurt, "Can you teleport me to Cerebro?" Kurt nodded and they disappeared.

Remy began to panic, all he could now think of was Rogue plummeting from god knows how high, he dropped to his knees breathing heavily, his head ringing. He felt a hand on his shoulder and Logan's voice calling his name, but he couldn't respond. It was only when an adamantium laced fist embedded itself in his left eye socket that he looked up in shock from where he had fallen. Logan was glowering at him.

"Now is not the time to lose it gumbo, get up!"

Remy slowly rose to his feet, shooting death glares at wolverine, "Mon amis dat was a mistake." He scooped up some of the gravel from the driveway and began to charge. Logan merely let his claws slip out slowly.

"You want to play gumbo?" he asked grinning, the Cajun didn't reply, he just threw the charged gravel at Logan and pulled the telescopic bo staff from his jean pocket and flicked it open.

Logan dodged the gravel and advanced slowly towards Gambit, "You think you can take me kid?"

"Oui Remy tinks he can." They glowered at each other, circling slightly, waiting for someone to make the first move.

"Jean?" they both stopped and turned towards the man lying on the driveway. Scott sat up and rubbed his head. He looked at them in confusion, "What? Where's Jean?" Logan sighed and retracted his claws, Remy slid the bo staff back in and pocketed it, taking an arm each they hauled Scott to his feet.

"Phoenix be back Cyke, she took off and Rogue's gone after her." Remy informed him. Scott looked to Logan and back at Remy

"So you two are fighting in the driveway? Where's the professor?" he shouted at them, angry and scared for Jean.

"He's in Cerebro tracking them both right now, they only left ten minutes ago, we should be able to find them. I was just helping gumbo here blow off some steam, he was getting all panicky." Logan had the decency to look slightly guilty, Scott looked at Remy.

"Why would you be getting panicky?"

"Chere's powers be actin' up, absorption not working. Beast be worried that her flight and invulnerability might fail as well." Remy took a cigarette out and lit it, his hands were shaking Scott noticed.

"You want to fill us in on what happened before Jean knocked you out?" Logan asked Scott.

"We were driving back, she was weird all evening – one minute angry, then silent, then really happy. She said she had a headache so we were coming back early and suddenly she screamed. God, I just slammed the brakes on and turned to her and she was surrounded by flames, I think I yelled at her – that's the last I remember." His fists were clenched and he was looking at the ground. Remy put a hand on his shoulder.

"Remy sorry mon amis, we'll get her back." Scott didn't look up.

'_Remy, Logan, Scott – we have traced Rogue and Phoenix. Please come to the hangar immediately, the others are preparing the Blackbird.'_

They broke into a run and made their way to the basement levels in the lifts at the back of the mansion.


	23. Chapter 23

Tears were forced out of Rogue's eyes as she went faster and faster to keep up with Phoenix. The strange being possessing Jean's body was a streak of orange against the darkening sky, now over the Atlantic ocean they appeared to be heading north east. Rogue was incredibly grateful for the invulnerability as the thin silk dress fluttered around her knees, she wasn't feeling the cold that the ice floes underneath her indicated.

She tore after Phoenix as they shot over Greenland, now heading more north than east, the sky was dark now and it was easy to see the fiery comet ahead of her. She halted suddenly as she saw Phoenix slow and hover upright, she looked down, they were over the north pole she assumed, ice was everywhere. Rogue had no idea of how fast they had been going or what time it was.

Phoenix hovered; the flames appeared to be building around her. Rogue stayed back, trying not to draw the creature's attention, but hoping to spot an opportunity to get close enough to knock it out and take Jean's body back to the mansion.

As she watched the flames formed the shape of the phoenix and Jean's body hung in the middle, arms outstretched, head thrown back. Without warning she suddenly dropped at great speed towards the ice, Rogue yelled and sped to catch her before she hit. But she wasn't fast enough, a large bang marked the moment that Jean's body was shot feet first into the ice. Rogue screamed as she flew into the ice dust cloud that had formed, she could see nothing.

Flying out she waiting frustrated for the cloud to settle, when it did her jaw dropped in shock. A large hole was bored into the ice and surrounding it was the imprint of melted snow in the shape of a phoenix. Hardening herself Rogue aimed straight down the hole, determined to find Jean and bring her back.

As she entered the hole, an eary semi-darkness surrounded her. What little light the moon shone was reflecting down the tunnel off the ice crystals. She saw the tunnel widening up ahead and slowed slightly as she entered from the top, a large cave.

In the middle of the cave the flame-phoneix hovered, wings curled round itself hiding Jean's body from Rogue's sight. She slowly made her way around so she was behind the beast and started to move forwards.

'_DON'T'_

She jumped at the sound of Jean's voice in her head and stopped.

'_Jean?'_

_WE ARE HERE _came the reply, Rogue moved around to the front, the flame wings opened. Rogue dropped to her knees on the floor and stared, unable to move and speechless.

She swallowed and blinked several times as she knelt on the ice. Finding her voice she managed a hoarse whisper, "Jean?"

The being before her floated down and the flames dissipated, leaving only Phoenix in Jean's body. She stopped and stood in front of Rogue, looking down into the eyes of the increasingly terrified southerner.

Rogue looked at Jean's face, her body, her eyes of flames and almost screamed. Any suggestion of the 19 year old Jean was gone. The Phoenix had aged her body to that of approximately a 30 year old. Her hair was thick and hung down her back to her waist, the red and orange costume clung to curves the sporty Jean had hidden in jeans and shirts, her face was sculpted and luminous against her eyes which burned red and gold. Rogue looked at the hand Phoenix held out to her and took it lightly as she stood up to face the creature.

"Who are you? What have yah done to Jean?" she whispered, fear evident in her voice. Phoenix put her head to one side as if considering the question.

"We are Phoenix, we are the embodiment of everything Jean Grey can be. We are seeking knowledge." It was Jean's voice, but it betrayed a strange innocence laced with malice that Jean had never had. Rogue got the impression she was talking to something that wasn't used to using a human voice.

"Knowledge of what?" she managed to ask, her hand still lightly held in Phoenix's.

"Of everything on earth. We are very powerful, we can learn quickly."

"Where are you from?"

"We can show you, we can restore your powers." With that she grasped Rogue's hand tightly and with a jolt Rogue realised what she was doing.

"No!" she cried as she felt the familiar pull of her powers set in and the consciousness of Phoenix seeped into her mind. She screamed at the sudden pain this shot through her, the power – even the tiny bit Phoenix was allowing her to see was immense. She dropped to her knees and was dimly aware of Phoenix watching her curiously, showing no signs of weakening.

Suddenly it stopped, Phoenix dropped her hand and Rogue collapsed to the floor clutching her head, the images threatening to overwhelm. She slipped into unconsciousness as the images Phoenix had fed her began to play out.

_She was soaring through space, planets flew past her, mere specks in comparison to her size. She was ancient as the rocks the planet's formed from, thirsty for knowledge, fearful of nothing. She had travelled for millennia, visiting planets, learning all she could – leaving some intact, others she destroyed to feed her ever growing appetite. _

_She soared through Earth's atmosphere, invisible to humans and animals she flew over the planet, observing but not interfering, not until she found Jean Grey at the mansion. She felt the tug of great power within the house, several occupants' potential called out to her. Never had she felt such power in single beings before. She flew through the house, Rogue could see herself just after the Carol Danvers incident, sobbing in her room. Professor Xavier sat at his desk working with Scott and Jean under a tree reading. The Phoenix, its mind made up, slipped itself into Jean's mind to await the time of it's unveiling. With Jean's powers she could learn so much of this strange planet and others; she would be restored to the entity once feared across galaxies. She would be reborn._

Rogue gasped as she awoke to find herself lying on the ice, her dress soaked through and Phoenix still stood looking down at her with that curious naivety that concerned Rogue even more now that she understood somewhat.

"Why Jean?" she asked, pulling herself into a sitting position, not sure she could stand yet on shaky legs.

"Only you, Jean and Charles Xavier were powerful enough to survive being part of Phoenix, but Jean shows most potential – with this body we can see whole worlds at once. Charles Xavier is old and you are limited unless the true extent of your powers is unleashed, but that may render your body un-usable. Jean was the logical choice."

Tears fell from Rogue's eyes, she was beginning to understand that there may never be a way of getting Jean back. She watched as Phoenix suddenly stilled and looked up, she looked back down to Rogue and smiled. "You're friends are here, we must go."

"Wait!" Rogue stood up quickly and grabbed Phoenix's arm "You can't, ah mean we need Jean, yah can't just take her like this!" she was frantic and on the verge of hysterical, "Please don't do this!"

"It is already done." She said not shaking Rogue off,"You must move on, you are in danger yourself. The chip in your leg must be removed."

"Chip? Is that affecting my powers?" She was trying to stall Phoenix until the X-Men arrived, sure they could do something where she was failing.

"Yes, the man you know as Sinister, he is using you, testing your powers."

"Can't you remove it?" Rogue pleaded, Phoenix appeared to be helping her and whilst she was conscious of appearing selfish, she desperately wanted control of her life back and the chance to save Jean without further problems.

"No. It is not our business." With that Phoenix shook Rogue's arm off and disappeared. Rogue stood speechless and screamed in grief. Wheeling round she took to the air and shot straight through the ice tunnel into the sky, she frantically looked for any sign of the fiery comet she had followed here, but there was nothing except ice for miles. Seeing movement out of the corner of her eye she spun round, Storm hovered behind her.

"Rogue?" she asked, hesitating.

Rogue saw Storm's worry and frowned in confusion until she raised a hand to shrug. She stopped and held the hand up, it was surrounded by flames. She widened her eyes and realised what she must look like, hovering above the ice in a green silk dress, so much skin exposed and covered in flame. Storm saw the 18 year olds confusion, "Rogue are you ok? Where is Jean?"

At the sound of the name Jean Rogue suddenly cried out and her eyes searched the horizon, Storm let out a breath she hadn't realised she was holding as she watched the flames disappear. Rogue was wheeling around, darting this way and that all the while muttering under her breath and then suddenly yelling out.

"She can't be gone, oh god she can't be gone –JEAN! No! Phoenix! Please let it all be a dream, let it all be a dream."

'_Storm I will put her to sleep, please make sure she doesn't fall, be careful of her skin.'_ Storm nodded at the professor's voice and caught Rogue as she suddenly dropped into unconsciousness. Drifting down to the Blackbird she carried the girl inside, careful to wrap her cape around the exposed parts of the skin, unsure as to whether her powers were active or not.

Scott, Remy, Logan and Kurt ported back to the ramp of the Blackbird, they had found nothing in the cave beneath the ice, the professor had called them back. As they entered the plane, they saw Storm and Beast conversing over the prone form of Rogue, covered with a blanket, on the medical bed at the back of the plane. Scott stopped dead and looked at the professor "Jean?"

"I'm afraid we don't know Scott, Rogue was frantic when we found her. We think she touched Phoenix, which means that her absorption powers have returned. I had to put her to sleep before she hurt herself. She was searching for Jean, and I think she confronted Phoenix. I will continue to search with Cerebro, when Rogue awakes I will question her."

Scott nodded, anguished at the nights events he looked at Gambit who had knelt beside Rogue's bed, ashen with worry. He heard the professor state that Rogue's powers were once again active and saw the worried look Remy directed at Rogue's hands. The relief that they thought she would be ok and the guilt that he hadn't been there to stop this.

He found himself cold to the man's pain, his own was too consuming. He wasn't prone to be as passionate as Remy or as outspoken as Logan, but what was happening to Jean was killing him. It had taken so long for them to come together and now they were being torn apart again. Scott collapsed into a seat, his head in his hands.

The plane was silent as it made it's way back to New York state.


	24. Chapter 24

Her eyes flittered constantly under her eyelids as she lay in the med lab, Remy was holding her right hand in his gloved one, asleep sat on the chair. He hadn't left her side, somehow she was aware of all this, but unable to wake up. It had been a week since the professor had forced her mind to sleep and she still had yet to find a way to wake up.

She had seen Beast entering the lab, attempting to find a way to figure out what was wrong with her but unable to touch her or break her skin with a needle. She saw his shock and fear as twice the flames had roared around her skin in the shape of the phoenix, only to die down quickly. She had felt Remy's devastation and guilt, the professors growing concern and fear for her mind, Scott's anger and Logan's fury at their inability to do anything.

Remy spoke to her, unaware that she could hear him, but hopeful. The others had been searching with Cerebro for both Jean and Sinister. They were tracking several of his known cohorts but with no success as yet. Wolverine and Storm had so far raided five bases that Remy had known about, all were abandoned.

They had scoured the news reports across the world, satellite images – everything. But it was like Phoenix had just disappeared off the face of the earth, taking Jean's body with it.

Rogue screamed in frustration in her mind, she knew where Phoenix was, she knew how to find Sinister, the powers seeped from Phoenix would fade soon, but she couldn't find away out of her own mind. She had felt the professor trying to enter, only to see the flame phoenix block him. They didn't know what else to do and Rogue was growing depressed.

This living death she was trapped in was beginning to get suffocating – Jean was gone, the X-Men were devastated and in a moment of desperation she had an idea. It wasn't something she wanted to do, but it may help and she had no other ideas – the phoenix's psyche was too strong for her to overwhelm and when she found herself longing to soar through galaxies she decided enough was enough.

It wasn't hard to do, no where near as hard as she thought anyway, perhaps phoenix's powers were helping. The walls the professor had built crumbled in front of her and an army of psyche's stood before her, Carol Danvers at the fore front. Before they could do anything she tried appealing to them.

'Look, ah know yah all hate meh and mah powers, but we need yah right now. Yah know what's going on, yah know how ah think yah can help us out. Yah probably even know why yah should. Are yah going to help?'

They all looked at her and she saw several eyes flicker to Carol, apparently as the strongest remnant she was the official spokesperson for dispossessed psyches. She narrowed her eyes at Rogue,

'You would risk us taking over?' she sneered.

'Ah have no choice but to risk it, while ah lay there Jean is missing and Sinister is on the loose. Phoenix might destroy this planet while trying to learn – that means all of yah will really be dead.' She knew as she said it that Carol would comment, she was surprised when the blonde ignored what she said.

'You really think this will work?'

'I only took a bit of Phoenix's powers, if y'all put some of your strength towards helping me, ah could get to the front of mah mind enough to wake up – it's a long shot, but what else have ah got?'

'and after this you'll put us all back?' those behind Carol looked angry now.

'If ah survive, probably will yes – yah not the real people you represent, yah you just parts of them.'

'I'm not.' Carol's voice said, bitter and angry.

'Ah know, ah'm sorry for that. Ah never meant that tah happen.' She glanced at Mystique as she spoke, the psyche gazed at her, impossible to read.

'I know you didn't, but it did. We'll help you Rogue, but I can't promise we'll all go back quietly.'

Rogue nodded, 'As long as you let me try to save Jean and find out about my leg. Once that's sorted, then I'll try to sort out the mess that is my head.'

Remy stirred in his sleep, unsure as to what woke him up. Groggily he glanced at Rogue and his eyes widened at the sight before him. His hand and hers were surrounded by a block of ice, her left arm was encased in Colossus' steel and her eyes, whilst open glowed the red of Cyclops.

"Chere? Rogue?" he asked, pulling at his hand, charging the ice slightly to melt it.

Her head turned to look at him, he couldn't see the eyes through the red charge. She blinked and he almost yelled in delight as he saw her familiar green eyes re-emerge. With a gasp she sat up, all the evidence of other powers disappearing. She was breathing heavily and looking around her confused. She looked at him then, a small grin on her face.

"Well whaddya know – it worked." she said softly as Remy pulled her into a very careful, but enveloping hug.

"Chere you gonna be de death of dis Cajun if you keep doing tings like dat!" he whispered into her ear, he felt her nod slightly.

They sat round the table in the war room, waiting for the professor to come in. He had called them together shortly after Beast had informed him of Rogue's recovery.

Gambit sat next to Rogue, shuffling cards absently, sparing the odd concerned glance at Rogue. She sat stiffly in the chair, upright, hands clasped in front of her. She looked determined, Gambit frowned. She hadn't mentioned why she had suddenly woken up, but he knew it probably had something to do with the pysche's in her head – maybe it was that every now and again he spotted a flicker of blue eyes, or her breath would come out cloudy as though the air was cooler round her, or maybe it was because she walked through the med lab doors rather than opening them. He had had to bite his tongue to stop from asking her what the hell was going on, it was probably best if they got to the briefing as quickly as possible.

The professor wheeled in and took his place between Storm and Scott. Scott barely registered his arrival, he was haggard and refused to talk with anyone since he got back except on attempts to find Jean.

"Right, well we'll get straight to it – Rogue what can you tell us?" the professor looked over at Rogue, she sat even straighter in her chair and glanced around the table.

"Ah followed Phoenix and saw her go below the ice so I followed. When I got in there the flames were surrounding her, I thought if I could get close enough either my powers would work or I could at least grab her and get her back to the mansion. I wasn't thinking that clearly I admit. Then the flames died down a bit and I could see Jean, but she'd changed. Phoenix has aged her, she looks about 30 now." She stopped for a moment as she saw them all register this news in varying ways, the professor did nothing, Storm gasped, Beast looked curious, and Scott sunk further into his chair, pain evident on his face.

She continued. "I asked her things about why she was doing this. She re-activated my powers and held my hand to pass the information onto me. I think I passed out for a moment, I saw what it was like, what she was." Rogue's eyes glazed over and Remy saw the glimmer of tears that threatened to spill, he put his hand on her knee and squeezed gently. She jumped and looked at him before turning back to the others, "It's old, very old. It travels between galaxies. It wants to learn, but in doing so it destroys planets. When it came to earth it felt three powerful people – the professor, me and Jean. It chose Jean for various reasons and then waited until the right moment. Then I got taken and it decided to act, to make itself known. It said it was the embodiment of everything Jean Grey could be. And then it warned me about the chip and left."

"Could you ascertain if it would destroy earth? Were it's intentions friendly?" the professor interrupted.

"It's intentions are to learn, whether or not it destroys doesn't seem to bother it. It could learn by helping us in Seattle, there was no benefit to taking the chip out of my leg so it refused." Rogue sighed.

"do you know where it is now?" Storm asked, Scott looked up hopefully.

"I know where it was half an hour ago, the powers are fading now so it's not quite so clear a reading. It's in Africa, somewhere along the Nile – there were cruise ships so I guess it's somewhere populated."

"And Sinister?" Remy asked quietly.

"He's in Argentina, a base you never knew of. Phoenix sent him to the antartic, someone rescued him."

"Couldn't she have sent him somewhere further away?" Kitty muttered, her and Kurt had stayed silent, neither able to fully comprehend what was happening to their team. Kitty had been getting schematics and satellite imagery off the net most of the week, Kurt had been with Logan, Storm and Scott, scouring bases across the globe. They were all stretched thin and worn from the trials they were facing.

"Team, we must split up now. Remy, Kitty, and Logan you are to go to Argentina for reconnaissance, find out what you can but do not confront Sinister. Rogue, Scott, Storm and Kurt will go with me to Egypt to find Phoenix and do what we can. Hank you are to remain, get ready what you can just in case."

"Professor surely ah should go to Argentina?" Rogue asked

"Non, professor's right chere. Sinister wants you, stupid to deliver you to him non?" Remy said, refusing to look up and meet her angry glare.

"Then why are you going? He wants you to!" she yelled

"Because Gumbo is the only one with any experience of Sinister and his bases." Logan stated, Rogue merely snorted.

"Yah mean he's the expendable one? Yah don't like his past so y'all are gonna risk him unnecessarily to get what you need!" Rogue slammed a fist onto the table, they all jumped at the sound of metal on metal, her right arm now encased in colossus' steel. She noticed Kitty's eyes widen at this – she meant to ask if she had met up with Piotr. Shaking her head to clear her thoughts, she looked at them all as they stared open mouthed.

"Chere dats not what dey meant." Remy stood slowly and nervously placed a hand on Rogue's shoulder, he felt her stiffen slightly.

"Right, of course, all saints no sinners in here right?" she growled in a very Logan like manner and pushed her chair back, she glared at them all, icy blue eyes had replaced her own and she heard Kurt mutter in German as they realised they were no longer speaking to Rogue. "Now if you will excuse I'll got get ready for the mission." She left, the others remained silent until the professor asked them all to do the same and get ready, speed was of the essence. Logan stayed behind as the others filtered out.

"What's going on with stripes?" he asked, Charles looked thoughtful.

"It's hard to tell, I can't get into her mind without permission. I think maybe she has let the psyches out in order to wake up – we must watch her, I don't want to risk her losing herself to them."

"That could happen?"

"Possibly, I will keep an eye on her. Be careful, I don't want to lose anyone on these missions Logan, it's bad enough already."

Logan nodded and made his way to the smaller jet he, Kitty and Remy would be travelling in. The others were taking the blackbird to find Jean.


	25. Chapter 25

Rogue was silent in the jet, occasionally answering questions on what she had last seen of Phoenix. Her eyes were once again green, but she was snappy and constantly frowning due to a colossal headache. Scott observed her carefully, she seemed to be fighting battles in her mind, they had all recognised the blue eyes that surfaced in the war room and the dangers of Rogue's powers going haywire again.

The Professor stayed silent, Storm was up front and Kurt sat silently behind Rogue. He looked out the window, they had faced trials before but this seemed so much more real, there was a real possibility that they may lose Jean all together and looking at Scott, him as well if that were to happen. He sighed and leant his head back against the chair, everything was wrong. Ever since Rogue had pushed Mystique off the cliff and subsequently absorbed Carol Danvers it had seemed like they were just waiting for the next catastrophe and now they were dealing with Phoenix and Sinister. He did something he hadn't done in a long time, he closed his eyes and prayed.

As they landed in the desert to the west of the Egyptian portion of the Nile, the Professor turned to them all, remembering the last time they had entered Egypt during the fight with Apocalypse. "X-Men, Rogue has informed us this was the last known location of Phoenix. According to the descriptions Phoenix is currently learning what it can of human history, the Valley of the Kings was where she was at that time, she may no longer be there. We must also be aware that the local populace and the tourists do not appear to have noticed the presence. Since the Apocalypse incidents, the security has been stepped up also. We will search tomb by tomb in the valley of the kings before moving on. Kurt, you will teleport yourself and Rogue, me and Scott will search with the aid of my powers. Storm will be on hand to provide cover if needed. Do not draw unnecessary attention to yourselves and do not attempt to confront Phoenix alone, call me. The maps you have show you which tombs to search." With that he nodded and they turned to depart.

Kurt grabbed Rogue's gloved hand and looking at the map ported them directly to the back of a tomb, thankful for the early hour of the day and the reduced number of tourists that now came to Egypt. No one was in the back room of the tomb when they appeared. There was no sign of Phoenix, but voices could be heard from another part of the tomb.

"Put your image inducer on Kurt." Rogue muttered quietly as she morphed with the aid of Mystique's powers into civilian clothing and masked her white streaks. Making like they were just awed at the carvings and paintings on the wall they made there way to the next room. Three people were being shown around by a guide, Kurt took the rise in level of noise to direct a quiet question at Rogue.

"How did you do that Rogue? What's going on with your powers?" Rogue looked down at him briefly, seeing the worry in his face.

"Ah had to let them out in order to wake up, for now ah have all their powers to a limited extent."

"Will they try to take over?"

"Not for now, ah don't know about after we get Jean back – if ah think they will ah'll let yah knock me out, don't worry." She smiled a little to try and lighten the tone, for a hyperactive optimist Kurt could be rather dramatic and morose at times.

He smiled wryly, not really seeing the humour. They made their way to the entrance of the tomb – no sign of Phoenix, in either flames or Jean's body. Ducking behind the ticket booth Kurt ported them to the next tomb.

Scott and the Professor had searched three tombs in the Valley, hidden through the Professors powers, but with no luck. They met back with Rogue and Kurt in the centre of the valley beside the refreshment stand. Rogue still wore the slight disguise, the Professor noted this, but chose not to say anything.

"We must assume Phoenix has moved on." He stated to them, they all nodded. "Short of searching every known tourist attraction in Egypt, I am unsure as to how to continue, let us return to the blackbird and we will attempt to plan."

Once back at the jet they sat in their seats looking dejected. Kurt looked around at their sad faces, not defeated – but almost there. Rogue's Phoenix powers had disappeared all together now, one of the only powers she wasn't able to pull up on demand now.

"Well, if the Phoenix is looking to learn, maybe it's doing it chronologically? Maybe it has moved to the next period now?" he looked at them all a he spoke, the Professor looked thoughtful.

"It is a good suggestion Kurt. Professor?" Storm looked over at Charles, who eyed them all from behind steepled fingers.

"Yes that might be an option, if the Egyptian New Kingdom is where she was a few hours ago – Rogue do you know how long she was here?"

"She was in the country for the last two days, before that it was somewhere ah didn't recognise – looked desert like though."

"Two days for 3000 years of history, if she was in the middle east before that looking at the early times of Man's history, then it would be a safe bet to say that she has moved on to Greek or Roman history. However, I'm not sure how we could possibly search that far – Roman especially covers a long time and a large area." The Professor frowned, without the ability to track Phoenix they were at a loss, she moved unseen through the countries she was in – if she had appeared then surely there would have been reports on the news somewhere, but as it stood the world was unaware of the alien inhabitant. He looked up suddenly, "I may have an idea of how we can trace her. I will need to call in some favours. Storm – can you take us to Muir Island?"

Storm nodded and immediately went to the controls, as the plane took off he turned to the X-Men, "Whilst Phoenix is invisible to the human eye and my telepathy, there is a small chance that we may be able to track her through radiation or another form of energy she might be leaving behind."

"You think they could do that at Muir Island?" Scott asked, scared to let any hope seep into his voice.

The Professor nodded, "They have one of the most advanced monitoring labs in the world, specifically designed, like cerebro, to aid in the understanding of mutants and their powers. Phoenix is not a mutant, but she must put off some form of energy trail which means there must be a way to track it. We must try any avenue we can, if this doesn't work then we must also ask Magneto." At this the students looked up in shock.

"Magneto? Why him?" Rogue asked

"Physical bodies affect the magnetic field in some shape or form – he might be able to trace it if we can't, although his powers are great they may not be able to trace so accurately as a scanner should be able."

"It is worth a shot for Jean's sake." Kurt said quietly, "Even if it does feel like we may need to call on our enemy for help."


	26. Chapter 26

Gambit, Kitty and Wolverine landed just north of Tiera Del Fuego in south Argentina. Sinister's base was located on an island 50 miles to the west of their landing site. Kitty turned on the holographic imaging to show the lay of the land around them, pointing to the seemingly empty island Rogue had pinpointed as the location of Sinister's underground base.

"From the knowledge we gained of previous bases it suggests that the base will be laid out in a similar fashion, as with the others we must assume that he has a mutant with powers able to move earth as these bases are deep underground and expansive, either that or they were there before he used them. If the base is still operational then I will have to phase us in as the security will be tight." She looked at the two men who nodded in agreement.

They made their way to the island using a small motor-powered dingy, landing on the south of the island they stowed their craft and headed in. The cold spray of the water had made Kitty's teeth chatter, her hair was soaked and the plait she had tied was now pasted to her neck and uniform. Walking in front of the two men she directed them to the likeliest location of the deepest part of the base, information she had gleaned based on the previous bases and the lay of the island – her internet research skills proving immensely useful. They crouched under the cover of trees to try and spot any activity, Gambit quickly spotted the hidden cctv cameras and pointed them out to the others. The red lights blinking on them confirmed that the base was indeed active.

Keeping silent and hidden, Kitty grabbed their arms and moved back about ten feet, according to the digital map on the PDA she carried, they should be over the deepest part of the base now – the storage facility. The plan was to drop in - literally – and make their way to the file stores, if there was nothing there then it was onto the lab. They needed to find out as much as they could about the chip in Rogue's leg and what it could do. Ideally this would all be done without tripping alarms, Gambit's brief being to deactivate as many as possible once in.

Holding their arms she allowed them all to go intangible and they felt themselves slipping into the earth, she noted with amusement that both Gambit and Wolverine shut their eyes, apparently freefalling through earth and rock wasn't something they wanted to witness. Praying that she had the map right and that they would come down into the storage facility, atop a walkway, she felt her feet hit open air.

With a thud they landed on a metal grating , they all dropped to their knees as Kitty turned them intangible seconds before hitting. Stooping low they looked around, her calculations were spot on, they were at one end of a large warehouse-like room which had four walkways running across each four corners, high above the ground level. They flattened themselves against the nearest wall, beside an entrance way. Gambit nodded to them both and made his way through the doorway and disappeared to deal with security. Kitty and Wolverine phased into the wall to await the signal from Gambit that they could start their search unimpeded by the security cameras. So far so lucky, they hadn't been spotted dropping in, the lights were off and security appeared lax.

Ten minutes later Gambit reappeared, they had watched as the lights blinked out one by one on the cameras. He tapped the wall and they phased out, becoming tangible as he grinned at them. "Monsieur Sinister has not changed his security set up since Remy was last at one of his bases." Holding up what looked like a remote control he handed it to Kitty. "De videos in here are on a loop so we will effectively be invisible while we search, if someone comes in you must hide and hit that button there, it will disable de loop and if someone is monitoring closely they won't realise. When we leave dis room, you press dat button and we will be able to get to de lab without being seen also." Kitty nodded and pocketed the remote, Wolverine grabbed Gambit's shoulder.

"You just happened to have that on you?" he asked suspiciously

"Gambit be a thief Wolvie, like de boy scouts – we always prepared." He smiled and they both grabbed Kitty's arm as she phased them down the ground level of the warehouse.

"Right, half-pint you stick with me, Gumbo you head that way, check files and boxes but don't touch the computers – they'll all be alarmed in some manner so we can't risk that. We are not here to confront these people, getting ourselves murdered underground ain't gonna help no one, got it?" Wolverine whispered harshly, they nodded and began their search.

Gambit quickly began searching through boxes labelled up with various 'Experiment #...' stickers, pulling them out and quickly realising that they were date ordered, he headed along the line to the more recent ones. His hands flicked through file after file, stopping at any that looked familiar, grimacing as he remembered the gruesome results of a couple. Suddenly his fingers stilled and a breath caught in his throat. There he was, file number 7658 – Remy LeBeau.

He pulled it out, it was thicker than most, contained copies of police reports, news clippings – even a birth certificate. His eyes widened at this, for an orphan he was never that curious about his origins, but this, this was unbelievable – how had Sinister found this? He sighed as he read, the names meant nothing to him. The surname of his mother was LaFayette – an old noble name, but now so diluted into the populace as to be almost as impossible to trace as Smith or Jones. His name was Etienne apparently – although this was already his middle name. She had been 22 when she had him in a hospital in New Orleans. The father's name was unknown. He grinned a little at the birth date 23 March – he liked the idea of a springtime birthday. Once out of this mess maybe him and Rogue could go for a weekend away? His first real birthday. Folding the paper carefully her put it in his inside pocket and carried on looking through the file. Deciding that it was too much to look at now he began to fold sheets of papers into four and shove them in his pockets, this could be analysed later – Rogue needed his help now.

He carried on looking, one of the last files caught his eye – Anna-Marie, AKA Rogue. He smirked, so Rogue was called Anna-Marie? He flicked the file open, once again there was a lot of paperwork – not as much as him, but more than he thought even Rogue would have ever seen – birth certificates, adoption certificates, blood tests and a file marked – Experiment #1. He quickly opened it, inside was a detailed explanation of Rogue's powers, more information on possible causes of this and theories on what could be done with it. There was also a ream of pages on the operation, very little of which made any sense to him as he scanned across it. Grabbing the file and putting it back in place he scanned the room to try and find Kitty and Logan.

Wolverine and Kitty had been searching through the cabinet, though it appeared to be files on locations and aliases rather than victims. Kitty desperately wished they had some way of taking these with them – they could be invaluable. Taking the odd photo of bases that Gambit hadn't told them of, just in case they were still active, she shut the last draw and turned to Wolverine. He hadn't had as much luck, the cabinets he opened contained specimens in freezer compartments. Half mutated rats and mice, eyeballs with odd colourations, fingers with mutated nails and knuckle formations. All labelled with four digit numbers, but no further information.

"Anything Logan?" Kitty asked looking over his shoulder and grimacing at the severed fingers he was looking at. He shook his head and turned to her. She held up the camera "I took photos of some papers on bases, but that's all there was."

"Wolvie, Chat? I got de file on Rogue – can't read de technical info but dere's definitely stuff on de chip." Remy's voice drifted down from the top of the cabinets. They looked up as he crouched there, file in hand.

"Good work Gumbo, let's get out of here and catch up with the others." Wolverine looked at Kitty, "Can you take both of us up at the same time? She shook her head, "fine then take Gumbo and the file first and then come back for me."

"Gambit has a better idea, I can get us out de back entrance."

"Sabertooth might be patrolling Gumbo, can't risk it. While Kitty's phased we got no scent. Now go, I'll wait here." Wolverine indicated for them to get going and Kitty grabbed Gambit's arm.

Kitty's powers allowed her to take herself partly out of her phased state in order to 'walk' on the air particles, this had been discovered in the Danger Room shortly before Rogue's incident. Whilst she loved doing it, it took a lot of concentration adn she knew taking two of them up wuld be tiring. A few minutes later hers and Remy's heads popped above ground, no one was around.

"Ok go wait by the boat, me and Wolverine will be a few minutes." Kitty whispered as she phased back through the ground, before her head disappeared Gambit whispered back

"Remember to take de loop off on your way out!" she nodded and dropped.

Five minutes later they were on the dingy and making their way back to the jet. Kitty looked at the other two, "Was that a little too easy for anyone's taste?"

"Oui chat, but we got what we came for non?" Remy still held the file, close to his chest under his coat to avoid the water spray.

"You think it could be a trap Kitty?" Logan asked, she nodded.

"It wouldn't be hard to plant false information on Rogue for us to find."

"Beast should be able to tell us if it looks real or not when we get back to the mansion. For now, let's find out where the others are and see what we can do."


	27. Chapter 27

"The other's are on their way." The Professor stated to the others as he came out of the communications room at Muir Island. They had landed a few minutes ago and had been instantly welcomed by Moira McTaggart and her team.

"Did they find anything?" Rogue asked

"They say they have found a file on you, but it will need to be checked, Kitty is concerned that it was a little too easy to obtain for her liking." Rogue nodded, impatient but also desperate not to be led on a wild goose chase.

"Charles?" Moira entered the room with a tray full of coffee cups and a cafetiere. "I thought you would all like coffee whilst I set up the monitoring equipment." They all nodded gratefully and she waited whilst they poured and then sat back down.

"I have to admit when the incident occurred in Seattle we started to look into it, but as it disappeared so quickly we thought it might have been a powerful mutant losing control slightly. We had no idea it might be from space. The monitoring devices will be set up within the next half hour."

"Thank you Moira, I can't tell you how much we appreciate this."

"It's nothing Charles, if we can help save Jean we will. I will go check on the equipment, I'll call ye when we get started." With this she rose and left, Scott looked over to Charles.

"Do you think this will work Professor?"

"It's some of the most advanced monitoring equipment outside of NASA Scott, I am hopeful that we will find something to help. The others have just landed." He looked out the window and they all followed his eyes, seeing the jet beside the Blackbird. Rogue felt her heart flutter slightly.

"Chuck, Storm, kids." Wolverine muttered in greeting as they entered the room. The sky was growing dark and a few tired hellos were all he got in return. He looked at Remy who was staring at Rogue from the door, "Gumbo you want to hand over the file?" Remy pulled the file out of his coat and looked at Wolverine, he quickly pulled the experiment file from the personal information and handed it to the Professor. When he raised an eyebrow at the Cajun he shrugged, "Remy tought Rogue might want to see the other information first."

"That's a good idea Gambit, Rogue if you wish to discuss anything in the file or if it is relevant then please let me know."

Rogue stared at the file in Remy's hand and nodded, she looked up at him and they both went to the door, she turned back and looked at the professor "tell meh everything in the morning?" she asked, the professor nodded, "Well goodnight then."

Making their way to the sleeping quarters Moira had shown them earlier, she didn't speak. She was worried about the information in the files and the fact that Remy had seen it. Sitting on the bed she motioned for him to sit beside her and watched as he hesitated and then did so, holding the file out to her.

She took it but didn't open it, the name on the cover was enough to make her stare at him in shock.

"Tis a belle name chere." He said quietly, unsure as to how she would take all this, unsure as to where they stood. She just nodded and looked back down at the file. Taking a deep breath to steady her nerves she opened it.

The information was staggering, there was a birth certificate – name Anna-Marie, birthday 29 September, mother Priscilla, father Owen, surname not given – her eyebrows raised at this, even with a birth certificate she didn't have all the information on her name. There were school reports, medical records, even the adoption records all of which stated her new name – Anna-Marie Darkholme, but not her original surname. She smiled at the thought that Irene had always used her original birthday – she must have seen all this. Her heart dropped a little, they had kept so much from her.

Remy kept quiet, he leant back on the bed as she read, not wanting to be accused of reading over her shoulder. He watched her face as she smiled slightly and then as she frowned. He had yet to go over his own file. He briefly thought of doing that with her, but then dismissed the idea – she had enough to deal with without his screwed up past as well. She had been sitting there for ten minutes now, and that was just flicking though, he noticed her become more focused as she began to read in detail. Standing up he made for the door, she looked up then.

"Jus going to get some sleep chere, if y'need me I'm next door." He reassured her, she nodded and he let the door swing shut as he exited.

Making his way next door, he removed the folded sheets of paper from his coat and spread them on the bed. Removing his coat he eyed the papers slowly. Not sure where to start. Pulling the chair to the side of the bed he picked up the birth certificate, not much to see there that he hadn't seen in the base. "Etienne…" he said out loud, wondering if Jean Luc had known? He had been adopted off the streets already calling himself Remy – he never remembered any name before that. He let the certificate drop back to the bed and picked up the police files. Single sheets with the date, time and type of misdemeanour. There were roughly thirty minor charges ranging from shoplifting from before he knew the Thieves Guild, to public disruptions during Mardi Gras, to fighting in public. He remembered all except the early shoplifting charges he got as a minor.

Looking back down, a packet caught his eye. He had shoved it in his pockets with the paperwork, it was an A5 envelope. He quickly opened it, it was photos. His eyes narrowed as he saw several shots from when he was in New Orleans to when he was with Magneto, and finally one of him and Rogue on the rooftop. His whole life he had been watched by this mad man, and Rogue too. He dropped them to the floor in disgust and let his head fall into his hands.

"Remy?" Rogue's whispered as she poked her head around the door. She looked at the obviously upset Cajun in surprise and walked in. Her eyes immediately fell on the paperwork on the bed and widened in understanding, "There was a file on yah to?".

Remy nodded, not lifting his head, he was tired and he was worried at what he would see in Rogue's eyes if he looked at her. Her hand dropped to his shoulder, "Sugar are you ok?". He smirked and finally looked up.

"Sugar? Chere you getting quite a collection of nicknames for Remy." He said slipping into the easy flirtatious banter he was known for. It worked, she smiled.

"Yeah well, swamp rat is still favourite. " she looked nervously at him and held up the papers in her hand "Wanna compare?".


	28. Chapter 28

It was 4 am before they both succumbed to tiredness and Rogue left to go to her own bed. They had been talking for hours, both files were surprisingly similar – both orphans, both adopted by people who used them, both with unknown traits to their identities. There was also a pocket of photos on Rogue, something which unnerved her to the point of frustrated tears – they started when she was about 9 and carried on up to the same photo as Remy's - them sitting on the roof of the mansion. Deciding that they wouldn't share the other information for now, but the fact that Sinister had been watching them for so long they would let the others know.

Rogue lay on her bed staring at the ceiling, now she was actually lying down sleep wasn't coming so easy. Her mind just replayed the day at the theatre in Seattle over and over again. If she hadn't been so stupid as to be caught, maybe she'd be ok and Jean would still be Jean and not the carrier for some inter-galactic over-curious heartless being, she wasn't thinking rationally. Once again her life felt out of control, she had a wealth of powers to call upon, but chances are she would lose her mind once this was all over. She had met a guy who she was attracted to and for a brief moment could touch, but now that ability was gone and they were in a race against time to find a missing team mate and to ensure that the chip placed in her leg by an insane scientist wasn't going to kill her. She groaned and rolled over, burying her head in her pillow. She couldn't' even cry, she just felt numb with all the emotions rolling around in her head – most not even her own.

"Chere?" Remy's voice drifted from the doorway, she looked up at him over her pillow with questioning eyes, "Remy couldn't seem to sleep – you neither non?" He entered the room and shut the door behind him. Rogue sat up and patted the bed beside her.

"Nah, thinking to much."

"Oui, Remy knows what dats like." He reached around her and pulled her to him with one arm so her head rested on his shoulder. He lightly kissed her hair,"Wish I could kiss you again chere." He felt her stiffen slightly, but then she chuckled.

"Yeah? You happy to have a got a kiss from the untouchable?" she sat up straight again and raised an eyebrow at him, he grinned.

"As Remy recall you weren't so untouchable, quite de opposite in fact."

"Yah besmirch mah honour swamp rat!" she mocked and lightly tapped him on the arm, he grabbed her hand and pulled her towards him, falling back onto the bed as he did so. She yelped in shock as she fell on top of him, chest to chest, her legs straddling his, their faces just inches apart, "Remy be careful." She warned quietly, he just smiled at her.

"Remy will. Just want to feel you again chere, tink I'm addicted." His voice was now low and husky, the heat radiating off his body was enough to make Rogue struggle to breath properly. His eyes never left hers as his hand ran small circles on the small of her back. She shook her head slightly and broke eye contact, she had to think clearly, she couldn't make any more stupid mistakes.

"Remy please, let meh up before ah do something really stupid." She muttered, he frowned slightly but nodded. They both sat up, she refusing to look at him, he staring at her profile.

"you had me in your head before chere, Remy willing to take the risk." He said

"Not your risk to take swamp rat. Ah've got gods-knows-how-many people in mah mind right now, ah don't think ah can handle anymore." She was whispering, her voice threatening to crack. He nodded in understanding.

"Sorry chere, forget Remy said anything." He stood up to leave, but she grabbed his hand.

"Look Remy, stay, there's two beds. Please don't leave." She pleaded with him, part of her disgusted at her own need for company, the other desperate to escape the drone of the personalities in her head, the constant need to keep her attention on them so they wouldn't take control if she used their powers. More than anything she was worried that she would wake up and find one of them in control of her body and her helpless. Remy nodded.

-------------

"Stripes!"

Rogue jumped up in her bed at the sound of Logan's voice beside her ear. She blearily looked over at him and groaned. He was stood between the beds her and Remy occupied in her room, glaring and pointing a set of claws at Remy who was eyeing them sleepily, half propped up and giving off the impression he could not care less.

"Logan." Rogue said carefully as she sat up and swung her legs over the side of her bed, she noted him glance at her to check she was wearing something and she rolled her eyes. Standing up she put a hand on his shoulder, "Look, I'm dressed, we're in separate beds. Nothing happened and even if it did ah'm eighteen, yah can't stop meh – only mah stupid powers can do that." He frowned slightly but the claws retracted and Remy slumped back onto the bed.

"You really got to stop using death threats as a wake up call. Remy can't take much more of dis." He rolled out of bed, still dressed in the uniform from yesterday and shrugged his coat on, he winked at Rogue "When Wolvie lets you chere, Remy'll meet you in de kitchen for coffee."

"Happy now Logan?"

"Hmphh." He frowned at her, "Look kid, you got enough on your plate without dealing with an over-sexed Cajun as well."

"Maybe he's exactly what I need to take my mind off the fact that I'm playing the waiting game to see what the mad scientist who put a chip in my leg has in store for me. And don't call me kid." At that Rogue walked out and slammed the door, leaving Wolverine in her room looking confused. Seeing the file on the floor by her bed he forced himself not to pick it up and have a read. He was able to see the name on the cover though and he smiled slightly, "Anna-Marie? Pretty name.".


	29. Chapter 29

"Hey Rogue." Kitty grinned as the southerner walked in and handed her a mug of coffee. Rogue smiled at her.

"Morning girl. Where is everyone?" She sat at the breakfast bar in the slightly sterile stainless steel kitchen and looked around.

"Beast hasn't emerged from the lab, the Professor and the others are talking with Moira about tracking Jean. I'm on drinks duty. Haven't seen Remy or Wolverine though."

"They're around." Rogue muttered as she grabbed a croissant from the sideboard. She suddenly looked up at Kitty with a grin on her face, "Actually Miss Pryde I do believe this is the first time that we've had a chance to talk, I meant to ask you about a certain Russian?" her grin grew as Kitty's face reddened, both of them momentarily forgetting the dire situation they and their team mates were in.

"Well, um, he's actually on his way here." Kitty sputtered and took a sip of her coffee. Rogue choked slightly as she sipped hers and stared at the girl in shock.

"What!?"

"Well we met up in the states just before the Seattle incident and he's decided to join the X-Men. The professor decided we could do with him here."

"Do they others know?"

"Not yet, they will, me and Logan go to pick him up in an hour I think." Kitty grinned a little. Rogue blinked, trying to figure out in her mind the hours and days she had lost in various incidents over the last couple of weeks.

"this is all a little too much tah take. Mah little Kitty frolicking with a former enemy!" she joked.

"Me? What about you – everyone knows Gambit slept in your room last night." Kitty grinned as Rogue eyes widened and she sputtered on a mouthful of coffee.

"What? How?"

"He left his door open, when we all came past this morning it was empty and obviously not slept in – your door however had a rather angry Logan standing outside of it."

Rogue's head fell into her hands and she growled, "Gawd is nothing secret in this house. You all know nothing happened right?"

"Well yeah, we kinda figured what with your powers back and all. But seriously Rogue, you and him are obviously an item, aren't you?"

Rogue shrugged, where they? She wasn't sure now. "ah think maybe that's something that we should leave until after this whole mess is done with." She said a little sadly, disappointment in her own powers and frustration in events out of her control seeping into her words. Kitty patter her shoulder and then gulped her coffee down.

"Come on, the others will probably have news for us on either your leg or Jean."

Rogue followed her out of the kitchen, the weight of the problems they faced bearing back down on her, the chat with Kitty had been a blessed relief from the stress of the recent events. She had a feeling that she wasn't going to be getting much more relief from here on out.

"Ah girls, good morning!" Beast came up behind them as they entered the meeting room that the others were sat in, they both smiled at him as he bounded through the door.

"He's happy, that's good right?" Kitty asked Rogue, Rogue just shrugged.

"Girls, Hank. Thank you for joining us." The Professor spoke as they entered, Rogue frowned slightly seeing Remy already sat in the room, why hadn't he been in the kitchen? He looked up at her and gave her a half hearted smile, something was wrong she realised.

"Ok, well we've had a long night and I think a few things have been discovered. Firstly, we can trace Phoenix from here, she is currently in France and Scott and myself will lead a team this morning to see if we can communicate and return with her to this facility. Moira will be setting up a room in which we may be able to hold her. Storm, Shadowcat, Nightcrawler and a new member will be joining me and Scott in France." He stopped as Kurt, Remy, Scott and Ororo looked at him confused, "I have asked Piotr, also known as Colossus to join the team and he has accepted. Logan and Kitty will pick him up shortly."

Rogue watched Remy's eyes brighten at this news, she smiled at him and he winked back. She turned back to the Professor who as looking closely at Scott, who normally would have been protesting at this point. He was looking at the table in front of him, fingers tapping betraying his attempts to hide his impatience. The Professor nodded and turned back to the group with a slight frown on his face.

"Now, I believe Beast has some news on the chip in Rogue's leg?" he looked up at the blue furry scientist as he spoke and Hank nodded at him.

"Indeed I do, the file is most enlightening. It appears that, unlike the chip in Remy's head which was designed to limit his power and keep track on the errant Cajun, the chip placed in Rogue's leg is of an entirely different function." He looked over at Rogue and smiled, "Luckily my dear, mad as he may be, Dr Essex is not careless. He realised that the nature of your powers meant that if he tride to implant a chip directly onto you cerebrum, as he did Gambit, even the slightest mistake could render your powers either inactive or dangerously uncontrollable. In putting the chip in your leg he can manipulate the nanbots he has placed in your system to a better extent-"

"What?!" Rogue and Remy jumped up at the same point at the mention of nanobots, Rogue looked furious, but Remy – well he looked terrified. Everyone turned to him in shock, he looked around and then back at Beast.

"Please tell Remy you didn't jus' say nanobots." He asked, his voice low and spoken through gritted teeth, he refused to look at Rogue who was thowing him very confused glances.

"I am afraid I did indeed say nanobots, Rogue's system is infected with them. I have yet to ascertain the extent to which they can affect things as the Phoenix's intervention appears to have rendered some of them useless. But it is clear that they were put in her system to control and manipulate her powers – her original powers only. This is why she can still control the borrowed powers even when her own appear to not be working. The different nature of the powers means that different parts or the brain are used, it's all rather interesting –"

"Hank can ah stop yah there – Remy what do yah know?" Rogue held up a finger to silence Hank and glared at Remy who was still stood up, hands gripping the table tightly. He looked at her, eyes wide, everyone stayed silent. He looked around as if suddenly remembering they were all there and he sat back down, head in hands looking like he had just been handed a death sentence.

"Look, Remy don't know much about what dey do or anyting." He started and then stopped, he looked up at Rogue as she stayed standing and staring at him, "But dey not always work, everyone Remy knows dat Essex put dem in – dey now dead. Tings went wrong, the nanobots weren't working properly. Remy jus' remember Essex being more dan a bit pissed whenever another body was bought back." He wasn't looking at her now, he didn't see her face grow pale or Storm place a comforting hand over hers and then look at Remy.

"Could it not be the case that he has improved them since you last knew him Remy?" Storm asked gently. Remy nodded slightly.

"Oui could be." He didn't sound at all convinced.

"The files do mention previous errors in programming and design. The notes also mention that these nanobots have a high success rate – Sinister has placed a high value on our Rogue here, I do not believe he would risk her life."

"Yah mean the others were practise runs for me?" Rogue sat down looking sick, she stared at her hands.

"It is possible, yes." Hank said quietly, aware how upset both Rogue and Remy were, he looked at the Professor who motioned for him to take a seat.

"Hank will continue to look into this with the help of the facilities on Muir Island. Rogue I am forced to ask you to remain here until we can figure this out. Kitty and Logan I believe it is time to go pick up our Russian friend. On your return we will leave for France. Remy you have the choice – you can join us or remain here with Rogue and Hank."

"Remy stays here." The Cajun muttered, still looking at no one. The professor nodded. They all departed the room with the exception of Rogue and Remy. She stared at him.

"Remy it'll be ok, they'll find out how to get rid of them." She tried to smile, but it faltered and turned into a worried grimace.

"Don't worry bout Remy chere, you just worry bout yourself." He raised his head, but didn't smile. They stared at each other in silence.

Rogue sat in her room reading through the copy of the file Hank had given her. She was a quick student and science was a favourite, but this was way beyond anything she'd ever heard of. She could hear noises from Remy's room, but she was determined not to go and take a look. That boy was pure temptation and right now she was desperately lonely and scared – things that almost always led one to act upon impulse rather than think about things carefully. The only way she could see this getting more complicated was if she were to do something stupid like kiss him.

Putting the file down, she gave up the pretence of reading it and closed her eyes as she lay back on the bed. Her head continued to pound with the released psyches, though it appeared that no one was trying to take over. For a couple of days it seemed like every time she walked past a mirror her eyes were a different colour.


	30. Chapter 30

She heard Remy curse loudly and finally gave into curiosity and left her room. The door next to hers was open and she could hear Remy muttering to himself. Peering round, trying to remain inconspicuous, her eyes widened.

Remy had pulled every bit of furniture out of it's place, the light fittings from the walls and the drawers out of the desk. He had a pile of what looked like wires on the bed and he was currently bent over the desk pulling at something attached to the wall behind it.

Throwing caution to the wind she walked over to the bed and peered down, the pile was made up of wires from light fittings. She frowned in confusion and looked over at Remy, or Remy's arse as the top half of his body was currently occupied behind the desk. Sitting down she folded her arms and waited for him to right himself and turn around.

"Remy knows you're there chere." He called out from his awkward position, his voice slightly muffled. With an exaggerated flourish he stood upright and spun round grinning. In his right hand was another couple of wires, "How can Remy help you?" he asked with fake cheer in his voice. Rogue raised an eyebrow,

"For a start you can tell me what you're doing with all the wires from the light and plug fittings."

"Well now, Remy not one to divulge his secrets so easily chere, maybe a kiss to get de truth." The last part was almost whispered as he leaned in close to her, she leant back and glared at him.

"Don't." he pulled back and shrugged, disappointment in his face.

"Didn't tink so chere. No worries, Remy just trying something out"

"What are trying out?" she was suspicious now, he could tell by the way she was looking around the room for other clues as to his motives, he grinned a bit.

"Remy trying to make something."

"What kind of something and why does it need wires from lamp fittings? Ah'm sure Hank would help yah if yah needed this kind of stuff."

"It's just a thought, Remy don't want people to get there hopes up if it don't work. Worked for Remy but you never know. You got nanbots – dey are different."

"You're working on something to stop the nanobots? With lamp wires?" Rogue crossed her arms, he wasn't making any sense.

"Remy is working on something that might help slow dem down while we try to sort out how to remove them. We just need to short them out, de chip in moi was deactivated when it was fried by an electro-magnetic pulse. For now we need to stop dem messing with your powers. Den we can get Sinister and his lab and get dem out." He sat next to her and looked her straight in the eyes, "Remy not letting you suffer with dis. De X-Men have to help both you and Jean, right now Remy can help you more dan Jean and he will. Remy stopped his chip from working with a little hand made electronics, maybe he can do the same thing for chere. Worth a try no?"

Rogue stared at him, she wasn't sure what to say because she had never had someone so determined to help her before. Pushing the thoughts of happy ever after out of her mind she shook her head slightly and then turned away, "What can ah do to help?" she asked quietly, she realised he needed something to keep him occupied, although she was sure there would probably be something in the labs that could do what he was suggesting without the need to rip out the electrics.

"For now, noting – tink I got all I need. Remy'll call yah when he goes to Hank with dis. Get some sleep chere, you were talking in your sleep all night – you got some strange dreams chere."

"They ain't mah dreams. I'll see yah later Remy." As she shut the door to his room she realised she hadn't thanked him, she knew he'd probably brush a thanks away until he was done anyway. Knowing she wouldn't sleep she made her way to the kitchen and poured a cup of coffee from the machine and sat herself at the table. There was a Scottish newspaper on the chair beside her, picking it up she glared at the headlines – _Mutants – evolution, failed government experiments, or aliens?_ She put it down in disgust and sipped the coffee as she stared out of the window onto the rocky island around the complex. Fresh air, she thought, maybe that's what I need.

Taking her coffee with her she had wondered out of the steel structure, the weather was colder than New York, but it was still summer so the wind was warm and the sun shone down on the rough sea. Sitting on the edge of a cliff she drank her coffee and let the wind whip her hair around her, the temptation to fly in the winds was strong – she suspected Carol had liked to do that, but she wanted to keep her own mind for now and wouldn't risk any of the others taking over.

_I used to love to fly_

She jumped, the coffee cup in her hand dropped off the cliff, she watched it fall and eventually disappear into the waves crashing against the rocks. The voice had come so suddenly and clearly in her mind. She shut her eyes and focused.

_Carol? _She asked warily

_Yes it's me. _

_Carol ah can't risk yah taking over now – ah'm still needed, they have tah fix what's wrong with me, find Jean._

_I know, I won't break our agreement Rogue. I just wanted to fly once more._

Rogue sighed and opened her eyes, the wind was still whipping her hair around her face and as she moved to tuck some strands behind her ear she stopped, something wasn't right. Her normally dark auburn hair with white streaks was blonde.

_Carol!_

_Please just let me fly once Rogue._

_Stop it!_

_Just once._

Rogue growled and took to the air, fighting the influence of Carol, her hair still blonde, but for the moment her personality still in control.

"You promised!" she screamed into the blue sky as she flew higher

_Just once._

Rogue had tears streaming down her face, her mind felt cleaved in two, one part furious at the invasion of her mind, the other delirious at flying with the winds again. Rogue gave up fighting the feeling of being free that came with flying and gave Carol her request.

They flew in harmony with each other, Rogue choosing their direction, Carol influencing how they flew each stream. Rogue admitted to herself that this was amazing as they soured over the islands.

After half an hour or so she stopped over Muir Island and hovered a few hundred feet up staring at the wildness around her.

_Thank you Rogue_

And with that Carol was gone, Rogue felt fully in control once more and she looked down. Remy was sat on the cliff face smoking a cigarette and occasionally glancing up at her. She flew down to meet him.

"Hi Remy."

"Chere." She saw him glance at her hair and she grabbed a strand, sighing in relief to see It back to its dark colouring. "What happened chere?" Remy asked quietly, "Are dey taking control?"

She shook her head, "Carol just wanted to fly for a bit."

"She was blonde non?"

"Yeah, not sure why mah hair does that. Must be the remants of Mystique's power influencing the others so when ah use theirs ah look a little like them."

Remy gave her a lopsided smile and turned back to the ocean, still smoking. Rogue sat down next to him and he could see her trying to think of something to say.

"Hank's in the middle of something in de lab, when he done I'll take de remote down." He said, still not looking at her.

"Remote?" she asked slightly confused.

"What Remy was building to slow down de nanobots."

"oh yeah." She whispered, she had forgotten whilst she was flying, she berated herself for that as she saw Remy look at her. She looked at him and wondered how he could know how to build a machine that would slow them down anyway – had he been more involved with Sinister than he was letting on? She shut her eyes and shook her head slightly at the unjustified thoughts running through her mind. She was angry at herself for letting Carol take over, angry that she was basically useless in the search for Jean and even more angry that she had forgotten his attempts to help her, but she wasn't angry at him. She stood up to leave, not wanting to be around Remy right now, lest she should say something hurtful when she didn't mean to. She felt him stand beside her but she refused to turn around.

"It be worth a try chere." He said quietly, mistaking her anger at herself for dismissal of his attempts. She didn't turn around, but began to walk back to the complex. He fell in step beside her, glancing confused at her frowning face, "chere, Remy just trying to help."

"Ah know, ah just want to be alone right now Remy. Call me when you take the remote to Beast." With that she took to the air so he couldn't follow her and she settled on the roof of the complex, out of sight.

She watched as the jet took off, the professor had told her they were leaving five minutes ago. Kitty and Logan must have returned with Piotr while she was out flying or talking to Remy. She regretted that she hadn't had a chance to see him, nor probably had Remy.


	31. Chapter 31

He watched her as she fell asleep on the roof. He knew he shouldn't be – isn't this how this whole mess started in the first place, watching her without her knowing? He was more confused than ever now, when he first joined everything was so light hearted, it had felt like they were growing into friends, into something more.

Now she was once again untouchable, possibly in danger of losing her life and he wasn't sure anything he could do would help. He was young, he was aware of the power of hormones – he wasn't that stupid. He knew the feelings he had may only be brief in the grand scheme of things, but right now he couldn't see himself with anyone other than her. The idea that he might lose her to Sinister of all things, caused his heart to ache in his chest. He was liable to do something stupid and it was only the fact that she would then be alone to face this that stopped him from going on a suicide mission to take out Sinister once and for all.

She was murmuring in her sleep again, he had heard her the night before – strange mutterings that changed from cries for help in German to growls that bore a distinct resemblance to Wolverine's. She hadn't lied when she said they weren't her own nightmares she was kept awake by.

He jumped slightly as lightning shot across the clouds and a large roll of thunder shook the ground. Glancing at the sky he realised it was about to rain heavily, black clouds blocked what had been clear skies. He looked over at Rogue and saw her eyes open, thinking she was awake he made to move out of her line of sight, but stopped when her head rolled to the side as though she was still asleep and her eyelids flickered open and shut as though still dreaming. He caught a brief flash of white as they flicked open, the same kind of white Storm's eyes went when-

"Merde." He muttered as he ran to her side, the rain had begun to fall now and Rogue wasn't moving. Her eyes were open wide and he realised that she had created the inferno raging above them.

"Chere!" he yelled as he gently shook her trying to wake her up, the rain was coming down in sheets, heavy and relentless. Lightning lit the sky up periodically. She didn't respond so he scooped her up and ran to the roof access door; maybe Beast could sedate her so at least she wasn't able to manifest the powers. He felt her trembling against him as he ran down the stairs.

"Oh my stars and garters, I assume dear Rogue here is the cause of this tempest?" Beast asked as Gambit entered the lab soaking wet and frantic. He nodded and placed Rogue on one of the work benches. Her eyes were still white and wide open, but her fists clenched and her back arched as six bone claws broke through the pale wet skin. Beast and Gambit stared at each other in shock, Rogue was now moaning as she thrashed on the bench.

"Remy, hold her down." Beast urged as he grabbed a needle and a small bottle of clear liquid from the fridge.

"Oui Remy will, you going to sedate her?" he grabbed Rogue's arms and pinned her to the bench, she was small but muscled and he was momentarily surprised by the strength he felt in her arms. He was quickly reminded of her newly-gained strength as she flung him across the lab with a sweep of her arm and he smashed into the cabinet by the door. Lightning crashed outside as he fell to the floor in a shower of shattered glass.

He eased himself up, trying to brush off the broken glass and praying that Moira didn't keep viruses in any of the jars that now lay smashed on the floor. He ran to Beast's side as the doctor plunged a needle into Rogue's now still arm.

"Not a sedative my southern friend, we need her to be awake and in control." Beast yelled over the thunder. They stepped back as Rogue let out a strangled gasp and sat bolt upright on the bench breathing heavily, eyes closed. Remy took a tentative step forward, "Chere? Rogue?" She turned to look at them and they both breathed a sigh of relief as they saw her eyes were back to their usual green. She looked confused at her location.

"Why am ah here?" she asked in a hoarse whisper as she swung her legs off the bench and sat on the edge, still panting.

"You fell asleep on the roof and your borrowed powers decided to manifest themselves in a rather spectacular display of nature." As Beast spoke all their eyes were drawn to the window where the sun was now beginning to poke through the grey clouds that were fast dispersing. Remy and Beast turned back to Rogue as she gasped "What happened to mah hands!" they looked down at the six bleeding cuts that adorned her knuckles and Beast immediately sprang into action.

"You manifested Wolverine's claws as bone, which indicates that they might actually be a part of his original mutation – how fascinating! Here let me. All this time we assumed Logan's claws had been implanted when the adamantium was bonded to his bones, he'll be most interested to learn they are a part of his mutation." He gently took her hands and washed them off before wrapping them in bandages, "Now let these heal naturally, I think it would be best if you didn't use anyone's powers to heal yourself for the time being."

Rogue nodded and looked at her bandaged hands and then at the broken glass on the floor. She travelled up and she saw the smashed shelving unit by the door and opened her mouth to ask what happened, but stopped when she saw the blood running down Remy's face, he didn't meet her eyes as he stood still while Beast cleaned the scratches he had received from the wall.

"Well I don't think there was anything too harmful in any of the bottles Gambit, but if you develop any symptoms come back to me straight away." Remy nodded and then looked up at Rogue, her eyes were wide and glistening with tears as realisation struck. "Now, if you two will leave me be for a mere hour or so I can clear this mess up and finish what I was doing, then we will look at this idea of yours Remy." Beast ushered them out of the lab.

As they walked along the corridor to the lift neither said a word, it was only at the lift door that Remy spun around and held Rogue by the upper arms. He forced her to look him in the eyes, the tears running down her face were clearly visible. He sighed and pulled her into a hug, kissing her hair he began whispering in her ear "you didn't do dis chere, you didn't know what was happening. You're ok."

She clung to him for dear life as she sobbed, he lowered them both to the floor until she was sitting in his lap her head buried in his shoulder. He didn't speak and neither did she. They ignored the lift when it came and stayed there, Remy muttering in French in her ear as she sobbed.


	32. Chapter 32

"Ok, Moira is feeding the directions straight to the jet as they change, it appears Phoenix is moving towards the English coast." The Professor said calmly to the gathered X-Men. Storm was at the controls of the jet as it made it's way along the coast of Wales heading south.

"Do we have a plan chuck?" Wolverine's voice floated up from the back of the group where he was sat, feet up on a console.

"Firstly we find out what we are dealing with Wolverine, Phoenix is immensely powerful and we can only track her with the system on Muir Island which means we will need to draw her out into the open. We must be careful, however, not to do this anywhere that is heavily populated."

"And Jean?" Scott asked desperately, "How do we get Phoenix back to Muir Island?"

"I will try to sedate Phoenix telepathically, if that fails we will have two options – either we tempt Phoenix to Muir Island and trap her through trickery, or we have to use force."

Everyone was silent, they knew the implication of what Charles was saying. Scott's face was a mask of fury and frustration. Unable to question his mentor as he knew the logic was sound he retreated once more into his self and became silent. The others looked at each other concerned. Piotr put a hand on Kitty's shoulder, she smiled up at him and allowed herself to be pulled into a hug. Logan and Kurt shared a look – they weren't as bothered by the Russian as they were when Gambit originally joined, the lines between friend and foe were becoming increasingly blurred lately.

"Professor we are coming up to Phoenix's last known co-ordinates." Storm called from the front seat of the plane, they all looked down onto the site of Stonehenge, an ancient stone circle on the Salisbury plain. Kurt and Logan looked at the site confused, "Vas ist das professor?" Kurt enquired as Storm prepared to land a short distance away.

"A prehistoric monument Kurt, it continues to hold great religious significance to this day for pagans and historians. It is several thousand years old, I can see why Phoenix would be drawn to its history." Kurt nodded but stayed silent as the plane landed and they all turned to the professor.

"Team please remember this is not Jean we are dealing with, this is Phoenix. In order to draw her out I will go out alone and attempt to contact her by telepathy. If she shows herself I am hoping I can reason with her and convince her to return with us to Muir Island. If I cannot then we must use whatever means necessary to bring her in, please remember that is Jean's body, but it is not Jean's mind."

No one spoke as they watched the professor leave the jet. He stopped at the bottom of the ramp and put a finger to his temple, attempting to contact Phoenix.

"If she is the super smart being Rogue said then why would she fall for this?" Kurt asked quietly looking at Kitty and Piotr. Everyone looked at each other for a moment.

"We have to try my friend, if there is any chance her curiosity will draw her out we need to take it." Colossus said quietly, Storm nodded at the wise words,

"He is right Kurt, we have to try everything. Though I share your doubts, there is always the chance that she will come out to see what we are doing."

"I guess, I just thin- wait what's that?" Kurt stood up and pointed out the window to where the Professor had been waiting. They all gathered around and stared as flames rose from the ground in front of the jet, followed by the figure of their good friend. Scott gritted his teeth and gripped the control panel, she was there not a hundred yards in front of him but he couldn't feel her, he couldn't see his Jean in her eyes as she casually glanced down at the Professor and then straight ahead at them.

"Whaddya know, it worked." Logan muttered as they prepared to exit the jet and join the professor, "come on then, remember don't attack unless attacked and try to get it to come back with us."

"Right, yeah of course – super strong intergalactic being, please do as we say…" Kitty shoved Kurt in the shoulder as they walked down the ramp to the Professor's side, "Stop with the pessimist routine please, we're all worried!" she whispered to him as they stared up at what was their friend and was now possibly the greatest enemy they had ever faced.

"Charles Xavier, you persist in following me in my travels and now you seek to call me to you?" Phoenix said, her voice carrying over the plains and beyond Stonehenge. Charles looked up at her calmly.

"We seek only to learn about you Phoenix as you seek to learn about us. We can help you learn so much more quickly." He felt Scott bristle behind him, shocked at his words and his apparent lack of concern for Jean, "If you come with us we can show you the world in ways deeper than visiting ancient sites can."

Phoenix looked at them all in turn, stopping at Scott she cocked her head to the side and a frown appeared, but quickly she shook her head slightly and looked down at the professor again. The flames in her eyes grew bigger and she smiled, "You believe yourself to be a better liar than you are Charles. You wish only to remove me from this body, to contain me."

"What if we could provide you with another body?" Charles held his breath, he hadn't told the others of this part of his plan, sure that they would stop him if he had. He felt them all tense behind him, Storm put a hand on his shoulder, "Charles what are you doing?" she whispered, he merely patted her hand and looked back up at Phoenix. She appeared to be thoughtful.

"There are only three other bodies that I would care to inhabit on this planet, do you mean to say that you will sacrifice one of those?"

The X-Men were all whispering now, desperate to know what they meant. Kitty looked at Logan, "I thought Rogue said it was her, the professor and Jean that Phoenix had found? She didn't mention anyone else!"

"No she didn't, maybe Phoenix has found someone else powerful enough." Logan frowned suddenly, "she was in Egypt right?" he looked at the others as recognition dawned.

"He vas defeated Wolverine, I cannot see how Phoenix would be able to use his body." Piotr frowned.

"Yeah well, we're seeing a lot of impossible things lately."

"It is not the one you call Apocalypse."

They all jumped as Phoenix's voice boomed over them.

"If you could provide me with one of the others, I would free Jean's body – though I could not return it to the age it once was, nor could I return her powers to their original standards."

They all looked at the professor, Scott was glaring at the creature inhabiting his girlfriend furiously, how could she barter lives so easily? How could they sacrifice someone to save Jean, how could they not?

"We will think on this Phoenix, do you give us time?" Charles looked drawn as he spoke.

"I will come with you and you will show me how I can learn quickly. You have as much time as I need on this planet. When I leave, whichever body I inhabit will die – it is up to you who this will be."

They all stared as Phoenix lowered herself to the ground and walked up to them, the face of the thirty year old Jean stared back at them, eyes still aflame.

"We leave immediately then, team please get the jet ready. Phoenix will you fly with us?" Charles asked.

"I will fly alongside you."

"Well then, let us return to Muir Island."


	33. Chapter 33

Remy and Rogue sat in the lab as Beast inspected the device Remy had handed over a short while ago.

"Well this is quite advanced my young thief, do you mind telling me where you learnt to build devices of this nature?" Hank glanced over his glasses at Remy who shifted uncomfortably under his gaze.

"Tis amazing what you might need as a tief Monsieur Beast." He replied lightly, gripping Rogue's gloved hand in his.

"Well this is quite a device. I have tested this on various small robotics they have at the lab here and it appears to work quite well at destabilizing their circuits to the point that they shut down to enact repairs."

"And when they shut down will yah be able to look at them?" Rogue asked quietly.

"Doubtful, it is only whilst they are active that they can affect your powers at the command of Sinister. But it does mean that he will not be able to adversely affect you whilst they are shut down."

"Which means we can shut dem down whilst we get into Sinister's lab to destroy de controller?" Remy interjected.

"Possibly, but I would rather we had the controller here so that we could if need be remove the nanobots entirely." Beast frowned slightly, "If we could possibly get the remote back here then we would be able to counteract any backup controllers Sinister has."

"So wait, are yah saying you'll turn them off and then go to Sinister's before these bots can repair themselves?" Rogue looked from one man to the other. They both nodded.

"Whilst they are turned off he can't do anyting to yah chere. Can't risk him taking revenge on you if we just waltz in there."

"But he'll have moved base by now, we don't even know where he is! Not tah mention we haven't had sight nor sound from him since Seattle – if ah'm so important to him why hasn't he been after me?" She rolled her eyes as both men shrugged their shoulders.

"Look ah know it's been a bit hectic and we're fighting for the life of our team mate against some unknown enemy, but it's a little odd that the other enemy we were fighting against has suddenly stopped attacking don't yah think?"

"It is rather strange my dear, but maybe he is trying to discover what he can of Phoenix as well. This is a man who indulges in experimentation on mutations to a degree unheard of even by the staunchest of anti-mutant protesters. Then on the eve of obtaining the specimen he has searched for this long, an intergalactic visitor falls into his lap."

Rogue frowned at Hank's words, "So basically ah'm not his holy grail of mutants anymore? So he just up and forgot about me?"

"Try not to sound so dejected chere." Remy said lightly, "tis a good ting no?"

"No, cause it don't fit right. He was after you even when he was after me. He would at the very least have sent a lackey after me whilst he searched for Phoenix. Something else is happening – maybe he did more than we realise, he wouldn't put all this time and effort in to ruin my life and then just forget." Rogue had tears streaming down her face, she was almost hysterical as she made her way to the door, the two men staring at her in shock. "I just don't understand how yah can all just sit there and say that maybe he just forgot! How long have we been doing this? If the bad guy goes quiet it's cause he's planning something we don't know about yet!" she pushed open the door and looked back "and if y'all don't care about that then maybe I'll have to find out myself!" and with that she was gone.

Remy looked over at Hank who raised his eyebrows, "Well that was interesting."

"Remy tinks de personalities in her head are acting up a bit, caught her wit blonde hair earlier."

"Then time is of the essence my friend, we must not allow her to lose herself completely. The professor warned us that releasing the psyches may cause damage to her own mind, not to mention it may make it impossible for them to be removed."

"Apocalypse removed dem no?" Remy stood up and walked to the door, he turned as Hank called after him.

"But they came back Remy, with fatal consequences." He nodded at Hank as he left, worried about Rogue and concerned about her state of mind.


	34. Chapter 34

_Can everyone please convene in the main lab please._

Rogue's ears perked up at the sound of the Professor's voice in her mind, they must have found Jean she realised. Zipping shut her bag she smiled, perfect cover to slip out then. Pulling on her coat she listened at the door for the sound of footsteps, slipping Wolverine's powers to the forefront she sniffed – Remy was stood outside, quiet as a mouse. She smiled sadly, turned intangible and slipped out the external wall and away from the complex.

Remy opened the door a minute later, he frowned as he looked around, hoping that Rogue had already made her way to the lab he quickly went to check.

As he entered he stopped in shock, in front of the team of X-Men was Phoenix. Rogue had told them what had happened to Jean but it was hard to picture a thirty year old Jean with eyes of flame and a body, a decidedly perfect body he noted to himself, clad in a red and gold outfit emblazoned with a phoenix on the chest. He looked at the others, Scott's depressed frown had morphed into barely contained fury, Ororo was a blank slate, Kurt was shocked, Kitty – who was stood next to Piotr he realised with a jolt – looked about to burst into tears and Wolverine was calmly smoking a cigar looking both suspicious and curious.

"Gambit, glad you could join us – where is Rogue?" The professor wheeled towards him, Gambit looked around suddenly remembering her absence.

"She's not here?" he asked, the others shook their heads. They all stopped when Phoenix laughed. Gambit looked at her suddenly angry, "What do you find so amusing fille?" he asked through gritted teeth.

"Her, the one you call Rogue – the one named Anna-Marie Darkholme, she is interesting." There were several gasps of shock at the revelation of Rogue's real name, although notably to the others not from Wolverine or Gambit, Phoenix looked at them all in turn, "You all care for her so much and yet she feels so alone. She is so powerful, yet she is so restricted by your attempts to help her deal with that power. Her attempts to control it and your attempts to keep her sane will only do the opposite in the end, like Jean she should be encouraged to reach her potential – not taught to fear it."

"You speak like you know so much about her, but the powers you speak of are driving her insane." The professor wheeled to the front of the group, greatly affected by her criticisms of his methods.

"Only because she attempts to dull her powers, if she embraced them she would retain herself and gain control – she is fighting every moment and every moment she grows closer to losing herself entirely. He knew that, he knew the potential and he still seeks her –although I think she may be making his job easier."

"She's gone looking for him hasn't she?" Remy asked quietly, cursing himself for leaving her alone after the outburst in the lab. Phoenix looked at him and nodded.

"Yes, she is on her way to his base as we speak. She isn't very happy and she isn't fully in control."

"You can see her? Can you speak to her?" Professor queried, she was already out of his range and without cerebro there was nothing he could do.

"I can, but it is not my place to interfere."

"You interfered before when you sent him away in Seattle."

"That was because he interested me and I didn't want you to destroy him. As I told Anna-Marie, it is not my place to get involved in your affairs, I will not be used."

"And yet you use Jean!" Scott burst in, slamming his fists onto the table in front of him.

"But I have advanced her beyond anything she could have experienced on her own. She is still in here, in this body." Suddenly she stepped closer to Scott and ran a finger down his cheek, "She loves you so much." she whispered before pulling back and moving away, Scott could barely breathe, for a second her eyes had flickered to green, Jean was still alive in there.

"You said we could have Jean back in exchange for one of three others. We know Rogue and the professor, who is the third?" Storm interrupted. Phoenix turned to her.

"The one you know as Sinister, Nathaniel Essex." This was met with gasps of shock from all and confusion from Remy.

"What has Sinister got to do wit Jean?" he asked

"Phoenix will only relinquish Jean in exchange for one of the three other powerful mutants she detected, Professor, Rogue or Sinister." Storm informed him.

"Den it looks like an easy choice non?" Remy muttered confused by concern on Storm and the Professor's face.

"It is not that easy Remy, we would effectively be handing over immense power to Sinister, even though Phoenix would be the dominant mind there is no guarantee it will stay that way." The professor spoke whilst watching Phoenix carefully; she smiled slightly at his words but stayed silent. "But we cannot let a friend be lost either. I suggest that we make our way to the base Rogue is heading for quickly, Phoenix will you remain here and allow Moira to study you whilst you learn?"

"She may do as she wishes, but I will stay no longer than I want to." Phoenix replied. The professor nodded at her words and motioned to Scott.

"Scott I'd like you to remain here with Phoenix."

"Of course Professor." Scott replied staring directly at Phoenix.

"The rest of you will come with me please." They all followed the professor out of the lab. Scott remained staring straight at Phoenix. Remy looked back concerned and turned to Storm.

"Remy tink he might do something stupid." He whispered and pointed to Scott over his shoulder. Storm nodded, "As do I, but I will trust the professor in this. If anyone can get to Jean it's Scott."


	35. Chapter 35

As Rogue walked up the beach on the island of Sinister's last known base she began to suspect that he had up and left. Apparently the X-Men being able to sneak in without him realising was cause enough to hightail it to a new location. Still, maybe there was some clue as to where he went.

She came upon a supposedly hidden entrance in a rock face, Wolverine's powers allowing her to smell it clearly. His personality growled in her mind as he smelt Sabertooth – approximately 12 hours ago. Allowing Kitty's powers to seep out she walked through the door, remaining intangible whilst she assessed the security arrangements. The lights on the security cameras were out, the whole base appeared powered down. She slowly let herself become solid again and made her way down the corridor.

Doors were left ajar, drawers tipped over and opened as though ransacked in a hurry. She briefly wondered how many bases Sinister had and how he had managed to set them up and how many he had left like this. At the end of the corridor she stopped outside a large set of doors and slipped through using Kitty's powers once more.

"Oh bugger." Was all she managed to mutter before diving sideways as a laser shot in her direction whilst an alarm blared out. Apparently all the security wasn't down after all. Remaining phased she jumped as a laser went harmlessly through her and hit the wall, "How Kitty can do this so often is beyond me." She murmured as Remy's psyche reared in her mind to show her how to disarm the security, only problem being that she would need to be tangible to do it.

_Not a problem chere_

She grinned as her eyes turned black and red and she grabbed some pens off a sideboard.

The lasers exploded as several pens shot from Rogue's hands simultaneously and the voice of Remy in her head laughed in delight at the skills she borrowed.

_Well done petit, now for de computer_

She turned intangible as she made her way across the large room to the main console just in case. As she got there she turned solid and quickly began following the commands Remy fed her. Quickly the blaring sound of the alarm and the security warnings on the computer stopped and she breathed a sigh of relief.

"Right, so what was being protected in this room ah wonder?" muttering to herself she looked around. It appeared to be a lab of some sorts, there were machines all around the walls and what was clearly an examining table near the main console she now stood at. A quick glance at the filing cabinets told her that they been emptied, and the hard drive of the computer was wiped – Kitty's voice in her mind telling her how to check for sure, but nothing was recoverable.

Logic dictated that the security wouldn't be left on in this room for no reason, the entire time the others had searched his bases they hadn't mentioned there being any security still activated. She turned in circles looking at every corner of the room and decided the second door behind the console was probably the only option.

As she phased through the door she prepared herself for more security, the Remy in her mind reminding her that Sinister often had several security networks so disabling one was no guarantee. But she was met with complete silence and blackness. Using Remy's powers she lit up the door, keeping her hand on it to ensure it didn't charge, the faint pink glow lit the room.

It was a small office with a desk and cabinets, obviously ransacked in the swift departure. She let the charge flow back into her hands as she reached forward and switched the lamp on the desk on and blinked as bright light flooded the room. Another computer sat by the desk and as she turned it on she scanned the walls, a few bits of paper with scientific diagrams scattered here and there but nothing she could see offered any clues as to current location or looked like it might be related to her.

The computer had been wiped completely, not even an operating system. Using Kitty's know how she tried to extract any information she could but to no avail. Growling in frustration she let Wolverine's claws rip out of her skin and she slashed the monitor into two. Panting slightly, but feeling a little better, she sat down and rested her head in her hands. She waited a few moments for her heart to stop beating so fast and then she stood up, there was more to this base and getting a angry at one room was not going to help. She moved towards the door but stopped as a slip of paper under the desk caught her attention.

It was a map of the base, she grinned – finally something useful. She scanned the map and found where she presumed she was. Looking behind her to the wall behind the desk she looked back at the map and frowned. The map showed a door where clearly there wasn't one. She tapped the wall, seemed solid, but the map clearly stated there was a room behind there – a big one at that. Shrugging she gripped the map, phased into the wall and prayed her map reading skills weren't sending her into the earth.


	36. Chapter 36

"Ok team, spread out. There are three points of entry, the front door the back door and the hangar Kitty and the others entered before. Kitty and myself will enter the hangar. Logan and Remy will take the front door, Piotr, the professor and Kurt take the back door. Ok? Comms are to stay open at all times." Storm opened the plane door and the teams departed. Their mission was to find Rogue and anything that could possibly help them locate Sinister.

"Sinister is not here mon amis." Remy stated as they stood on the beach after exited the small rafts that bought them from the island they landed on. Storm looked at him.

"Are you sure?"

"Oui, Remy knows de security, he ain't here. Didn't leave long ago. However, Remy sure Rogue be here still – dey her boot prints non?" he pointed to the wet sand which clearly held her foot prints.

"They are, ok teams lets go."

"What happened to make Rogue run off anyhow?" Logan asked Remy as they made their way to the front door. Remy glanced at him and sighed.

"She fell asleep and Storm's powers manifested and den yours, you know your claws are from your mutation? Chere had claws made of bone – ripped her hands pretty good when dey came out." He stopped as Wolverine growled and looked down at his hand.

"Always thought they did that to me." The Canadian muttered and then motioned Remy to continue.

"She gave Remy a good beating before Beast managed to jolt her into waking up. Freaked out when she realised what she done. Den later she got upset dat Sinister had gone quiet, seemed to tink dat no one wanted to find out what was happening to her. Remy and Beast didn't handle it too well, let her go off upset."

"She woulda run off anyhow gumbo, girls got issues with people playing her. Won't help her to beat yourself up."

"Oui, Remy know. Look like Rogue didn't use de front door." Logan looked as Gambit walked up to a stone cliff face.

"If what you said was true she might have all our powers, she could have go in using Kitty's." Logan pointed out, Remy just nodded as he tapped various points on what looked like stone. Suddenly a panel slipped sideways revealing a key pad. He typed in various codes to no avail. Wolverine growled impatiently. Shrugging at the gruff man, Remy pulled the panel off and crossed a couple of wires, a second later the hidden doors slid open noiselessly despite their size and apparent weight.

"Would have been quicker to just blow them up Gumbo."

Oui, but better not to startle de super powerful mutant inside non? Don't want her running off again."

They walked down the corridor, noting the absence of power. Gambit felt it before they got to the door at the end of the room, the gentle hum of electricity. "Power behind dese doors here." He pointed to the doors at the end of the hall, "What's de betting Rogue be in dere?".

"I'd say pretty good, do your fancy wire crossing and get us in."

A few moments later the door slid open seamlessly and Gambit cursed, it was the lab. In all of Sinister's bases there would be one, it was a place Gambit feared and he would have preferred Rogue hadn't seen it at all. He noticed the office door ajar and with a muttered curse he bounded across desks and chairs and swung it open, she wasn't in there, but he knew what was.

"What is it Gumbo?" Wolverine stood behind him as Gambit stared at the wall behind the desk. "she's been in here recently, five minutes ago maybe, where'd she go?"

"Right into a trap. Merde!" Remy smashed his fist down onto the desk, Logan frowned.

"Care to explain?"

"Put you hand on de back wall." Was all Remy muttered as he slumped into the chair behind the desk, Logan looked confused but did as Remy said. He muttered a few choose swear words as his hand slipped through the wall.

"A portal?"

"Oui, dat be how Sinister moves from country to country so quickly. He sets dem up in all de labs. None of de lackeys supposed to know about dem, course Remy did – used dem to get me around when I was shorting mon chip. Always in a different point in de base, always hidden."

"How did Rogue find it?"

"Sinister will have left a trail for her to find, she probably didn't know it was a portal, probably tought it was a hidden room – especially if she's using de chat's powers."

"So we go through and find her."

"Non, if de portal still goes to where Rogue is den a whole team of lackeys will be waiting for us. But chances are he's moved de portal to somewhere else and sealed it so it's one way only."

"So for all we know we could walk through it and end up inside an active volcanoe or something?"

"Oui."

"Ok, got to get in contact with the others and see if they've found anything."

---------------

"Ro?"

Logan and Gambit entered the hangar, immediately they spotted Storm up a ladder looking through the files where Remy had found his and Rogue's information.

"Wolverine, Gambit what have you found?" she descended and Kitty appeared through the shelves towards them as well.

"Seems Rogue has walked into a trap left by Sinister, we'll find the professor and then fill everyone in."

"Ok, Professor where are you?" Storm spoke into her communicator.

"We are in what appears to be living quarters, everything has been taken, we will join you in the hangar immediately."

"Did you find anyting else in here?" Remy asked, Kitty looked at the haggard Cajun and sighed.

"Nothing much, files on a few mutants we know of. Some interesting information about Sabertooth that Rogue and Kurt might really want to hear, or not. A lot of the stuff that relates to anything that might help us appears to have been taken, what's left is mainly old notes."

"Oui, only take what's needed and what won't give us de advantage. Sinister has moved a lot like dis."

"We'll find her Remy." Kitty said quietly as Storm put a hand on his shoulder, "And we'll save Jean too. We have to."

"What have you found team?" The professor's voice cut through their reverie and they all turned to see him, Piotr and Kurt come through the doorway.

"Well it appears Rogue has walked into a trap." Logan began.


	37. Chapter 37

This might not have been the best idea I ever had, Rogue mused as she looked at the four completely barren walls of the prison she had been thrown in to. In fact this is down there with running off on my own to face a guy who wants to experiment on me, clever clever girl Rogue.

She sat in the furthest corner of the small 2 x 2 metre room berating herself. Its high ceilings met up to an equally barren roof. The door was flush with the walls and not visible when shut, although she knew where it was; she had been thrown through it after all.

She let her head hit the wall behind her as she drew her knees up to her chest and hugged them, she thanked the fates for letting her have Carol's immunity to the cold otherwise she would be a lot more uncomfortable.

She had walked straight into a trap, the moment she had emerged on the other side of the portal and realised she was in a different base and not just a hidden room, is one she will probably remember all her life. The sinking feeling of complete idiocy. They had of course been waiting for her, Sabertooth and the others whose names she were sure would be just as stupid. Sinister has been standing there looking so triumphant as they grabbed her.

"Welcome to my new base Rogue. I would give you the tour, but time is of the essence. Sabertooth, Vertigo – take her to the holding cell and then return immediately."

Of course she hadn't just rolled over and accepted that, she started to fight back with all the powers at her disposal, but Sinister had one power she didn't have, the ability to turn hers off. He had pressed a button on a control panel and she had dropped like dead weight, she felt so weak and could do nothing but struggle pathetically as she was taken to the cell.

Desperately she tried to call on the voices in her mind, but without her powers they were veiled and feint. They were more of a headache than the psyches she was used to.

Ok, ok how to get out, no exit, no powers…hmmm then again, do I want to get out? I came here to find out what Sinister was up to. Maybe I should just play along for a while and see how it goes? Urgh!

God damn it she had gotten used to her powers, both old and new, and now when she needs them they up and leave her. So lets look at this objectively, so I've no powers – why? Last time Sinister turned them off they just turned off the absorption power, not the borrowed ones. Of course last time might have been a malfunction, Remy said they often screwed up.

His name caused her to well up a little. She knew he'd be looking for her and the guilt over the way she had yelled at him was eating her up a bit now. Maybe if she had taken him with her she wouldn't be trapped. No, I'd be still in Scotland cause he wouldn't have wanted to come after Sinister, after all if a madman wants you it's normal procedure not to walk through his front door.

Anyway, powers – they appear turned off completely so not much use at the moment. She looked around the room again, barely even seams at the corners of the room and no sign of where she knew the door was. Well and truly buggered was the resounding conclusion.

Suddenly she frowned into the pale light, something was trying to catch her attention, something at the back of her mind was desperate to be noticed. She stood up and looked around, what was it? Then it hit her, she wasn't cold. She was in what was obviously a cold room, it felt cool to touch and her breath came out in puffs, so why couldn't she feel the cold? Carol's powers were obviously keeping her protected from the cool air. She knew she didn't have the super strength nor the ability to fly. Something wasn't adding up round here.


	38. Chapter 38

She floated in the monitoring room, hooked up to various wires, a self satisfied smile on her face. Her eyes were closed and her posture relaxed as she hovered, seemingly unconcerned by the team of scientists buzzing around the control booth to her left.

Scott watched from the floor of the room, he had insisted on being in there with her the whole time she was being monitored. He trusted Moira and her team not to hurt Jean, he just didn't trust Phoenix not to hurt them. He was intent on watching every movement, every flicker of her eyes. Not just to be ready should she attack, but also hoping to see another flicker of his Jean in there.

"Ok Phoenix, we are done for now. Thank you for co-operating. As agreed, you can access anything in our database and on the web." Moira's voice came over the intercom, breaking Scott from his thoughts.

Immediately the wires removed themselves from Phoenix and she came down to the floor in front of Scott. Ignoring him she walked out of the room. He didn't relax, just followed her to the lab and watched as she looked around.

"You are very concerned for her aren't you?" She asked, not looking his way as she sat down at one of the workstations and the monitor flicked on and began scrolling information without her hands going near the keyboard.

"I'm her friend and team mate, it would be a disservice to her if I wasn't concerned when someone forcefully takes over her body." He muttered back, not wishing to talk to the entity.

"She appreciates it a lot. But even she knows there is nothing you can do, the Jean you knew is never coming back. She is better, stronger, smarter."

"She is still Jean."

"Do you think she will be content to stay a member of your little team if I leave her? She has been shown so much, she is so curious, she wishes to learn more. Would you deny her that?"

"No, but would also not deny her her body. When you leave her, I will support her in whatever she chooses to do."

"Even if it means leaving you?" she glanced over at him, her strange eyes flickering, her grin amused. He frowned.

"Even then."

She didn't say anything in response, just turned back to the monitor. Images and text flickered down the screen at an impossible rate. He wondered if she was taking it all in, he wondered if Jean would know all Phoenix knew. Sitting down he watched her carefully, whilst she was here he wasn't letting her out of his sight.


	39. Chapter 39

"Look, we know she went through a portal, we know that chances are it's destination has been changed and that once we are through we may not be able to come back – right?" Kitty looked at the others, they all nodded. "We also know that there are six other bases scattered across the globe, now abandoned."

"Are you going somewhere with this Kitty?" Storm asked.

"Yeah, there's a pattern. Each base is on an island or effectively an island in the case of Russia. No way in or out that can't be monitored – except the portal of course. They are all remote and in places where the weather makes them inhospitable. They are also on a different continents, so far we have South America, North America, Asia – if you count far east Russia as Asia, Australasia and Antartica – Europe is the only one left."

"Tis a big continent chere." Remy muttered, Kitty looked smug as she folded her arms across her chest.

"Yes, but also one of the most densely populated. If I have access to a computer I can find a list of likely locations, Sinister's demands tend to limit it to somewhere as far from civilisation as possible."

"You really tink you can find de base petit?" Remy looked hopeful at her words, the others looked slightly sceptical.

"You give me a computer with internet access, I'll give you a shortlist of locations within two hours."

"Ok then, let's get out of here and back to Muir, we don't have much time, it'll take three hours to get back to Scotland, Kitty – the jet has internet access, start searching." Professor X rolled out of the room and they all followed to get back to the jet.

Two hours later they were aboard the jet and Kitty had almost finished the program to locate possible positions of Sinister's base. Storm was absolutely floored by the skill the young girl had shown in designing programmes.

"Ok let's run this and see what it brings up." Kitty muttered under her breath as she set the programme running and sat back, she looked at Storm and nodded, "It's going, it may take a few minutes."

Remy walked over when he heard Kitty speak and watched over Storm's shoulder as the programme ran. "How soon petit?"

"Anywhere between two minutes and half an hour, depends on how many locations it can find."

Remy nodded, and sat down near the workstation, this was all spiralling out of control. Sinister had Rogue, Phoenix had Jean – how had this all started? Oh that was right, he had joined the X-Men to try and stop stalking Rogue and had somehow ended up falling in love with her, losing her, regaining her, and then losing her again.

"Here we go." Kitty's voice broke him from his brief reverie and he looked up at the brunette as she clicked keys on the keyboard. "We have 5 options, all based in east or northern Europe."

She scrolled down and both he and Storm took note –

Faro Islands

Shetland Mainland

Freya, Norway

Location 70.984770, 28.396225 Norway

Location 66.151351, -18.956909 Iceland

Remy looked at Storm who shared his look of confusion and they both turned to Kitty, "Do we have anyway of narrowing it down further?" Storm asked.

"Yes, a few quick searches can narrow out some of them. For instance, whilst the Shetland Mainland is relatively remote – fishing routes run around it so it probably wouldn't be the best location for a secret base. Same goes for Freya in Norway. The Faro isles have locations that can easily hide a base – we can scan that area from the jet once we are back at Muir – the thermal imaging means we can cover the island to try and locate it. The others will be more difficult."

"Remy don't mean to bring up something people won't like, but dere is someone who can help with dis."

Storm and Kitty looked at each other, both knew who he was probably talking about.

"There is no guarantee he would help us."

"Non, but if he did den if we scouted dese location wit him onboard he could tell us if dere was a base in de region quickly. De bases are mainly metal."

"I'll talk to the professor, well done Kitty – that was impressive work." Storm moved to the front of the jet, leaving Remy and Kitty looking at the list on the screen.

"Do you think he'll agree?" Kitty asked quietly.

"He might, if dere be something dat he wants."

"You?"

"Non, tinking more along de lines of Phoenix." Kitty's eyes widened and she looked back at the screen.

"Would that be any better than Sinister getting that power?"

"Non, best bet would be neither of dem. Remy tink dat de professor agrees."

Kitty looked at him suspiciously, "What are you saying?"

"Remy don't tink de professor be willing to hand anyone over to Phoenix 'cept himself."

"You're saying you think the professor is going to sacrifice himself to save Jean?"

"Just a theory petit, keep it quiet non?"

Kitty stayed silent, she was slightly shocked but also relieved that someone else had been having the same thoughts she had. There was something about the way the professor had said they wouldn't hand Sinister over and then just left the subject. Scott and Kurt would never consider that he would lie to them, however she had smelled a rat – especially when she had seen Wolverine and Storm share a concerned look.

"Look, Remy might be wrong petit. Let's just try get Rogue back and den worry about Phoenix." He looked tired, he was pale and his voice was shaking. Truth be told Kitty would have to say he looked like crap. The way he kept rubbing his hands together betrayed his need for a cigarette too.

"Yeah, sure." She muttered more to herself than to him. He just nodded and kept looking at the screen with the list of locations, desperately trying to think if Sinister had ever mentioned a base in Europe.


	40. Chapter 40

"Charles, ye back. Any luck with Rogue?"

"No Moira, we fear she has fallen into a trap. We are here to try and find the location of Sinister's new base."

"Well the computers are at your disposal as always. When ye get a moment Charles I need to speak to you about Jean."

Charles nodded at Moira and motioned for them to head into her office, "Storm will you co-ordinate the search?" he asked over his shoulder, Storm nodded as Moira shut the door to the study.

"What is it Moira?"

"Well I didnae want to go into this in front of them, they are going through enough as it is. Jean is definetaly still in there somewhere, for brief moments you can see her eyes, so there is hope."

"But?" Charles interrupted, expecting some bad news.

"She's weakening. We were measuring brain waves and certain parts flare up when Jean fights for control, these flare ups are fewer and further between. They are also weakening in strength. It's only a matter of time – I'm not sure if it's just the strength needed to fight Phoenix that is draining her, or Phoenix itself. Either way, we may not have more than a couple of days."

"Where is she now?"

"In one of the labs, Scott has been watching her like a hawk, but all she's been doing is researching world history."

Charles felt tired now, he was losing one of his most gifted students to an being of immense power, the only way to save her was to hand over one of three other people – one of whom was himself, another student and the third an enemy that he did not want to give that amount of power too.

"Did you find anything else?" he finally asked quietly.

"A few things, this Phoenix is old – it can remember the earliest days of the universe, but it doesn't know where it hails from. It uploaded star maps of parts of the universe we don't even know about yet to our computers, as well as details of alien races – some advanced and potentially hostile. It has a weird sense of honour Charles, like we teach it, it teaches us. It takes Jean's body but advances her powers and shows her things she has never seen before – it believes it's a fair exchange."

"Is there anyway we can convince her to help us find Rogue?"

"I think if ye offered it something, maybe."

"We must try what we can, we're fighting a war on two fronts and I can't afford to lose either Moira."

"I know Charles. We'll do all we can to help."

He nodded and headed for the door, he needed sleep but he couldn't right now – coffee would have to get him through. Lately the headaches he used to experience rarely were a regular thing. It was harder to filter out voices when he was this stressed and weary, never had he felt so weak and useless. He had two student's lives in danger and enemies on two fronts. And then there was the school which was due to start in a few weeks. He logged onto the computer in the kitchen as he brewed some coffee and sent out a few quick feeler emails, someone was needed to get the school in order and run things. He remembered with a sigh that Jean didn't have much longer, one way or another that side of things needed to be resolved soon. Rogue however, may take longer. He only hoped that the team managed. As he scrolled down his many emails he sent out a few invites to old friends and colleagues who may be able to help with either situation, it was time to start fighting this battle properly, Rogue and Jean deserved that much.

"Chuck?" Logan's voice broke him from his thoughts and he turned, "We're going to head back out to scout locations. I think you should stay here and keep an eye on Phoenix and Scott."

"Yes, Moira has some worries, I was going to suggest I stay, there might be a way of searching for Rogue using the equipment here like cerebro does. Is there a likely location?"

"Probably Faro Islands or Iceland. What do you want us to do about Phoenix's suggestion of taking Sinister?"

"Nothing at the moment, play down Phoenix somewhat, I would rather avoid a confrontation between them until we can figure out what to do about Rogue, and Jean."

"I'll see what I can do, don't do anything rash while we're gone ok?" Charles smiled slightly at the concern he heard in Logan's voice but merely nodded. As the other man left the room Charles sighed, things had gotten so complicated so quickly.


	41. Chapter 41

"Anything Kitty?" Storm called back from the cockpit.

"Nothing, scanners are picking up no unusual landforms or buildings."

Storm looked over at Wolverine who was staring out of the jet window, they had been searching for 6 hours now, first on Faro then on Iceland and nothing was coming up on the scanners.

"What do you suggest we do Logan?" Storm asked.

"Head back to Muir, we need Magneto."

They all stayed silent at that, defeated and unsure as to how they would convince an enemy to help without offering him something they couldn't afford to let him have.

Kitty looked over at Kurt and Piotr who were sat beside each other on the blackbird. Piotr was as silent as ever, but for Kurt silence was an indicator of problems. She went over and sat next to him, putting a reassuring hand on his knee. He slowly turned to look at her and she could see the pain in his eyes.

"We'll find her Kurt." She said quietly.

"But who knows what he will have done to her by the time we do. Why hasn't the professor used Cerebro yet? It is like he is delaying us finding her." Kitty was shocked at his words and unsure as to how to comfort him, they lapsed into silence.

The plane landed with all its occupants still in silence. Kitty looked over at Kurt and put his hand in hers as they walked down the ramp back into the lab on Muir

"Kurt, the professor is fighting two fights – he stayed behind to try and use his powers to find her, but we're talking about an enemy that got onto our grounds without the professor being able to tell – he's a pro at keeping hidden from telepaths. He's doing all he can, we all are."

"Urgh, I know, it's just that I feel like we aren't doing enough to help either Jean or Rogue. We need help we need more people, there are only a few of us!"

"Which is exactly why I have asked for some reinforcements."

They both jumped at the sound of the professor's voice behind them in the corridor and they turned, as did their team mates. "Please follow me." The professor continued and turned into the main reception room.

Inside sat five strangers and Scott. Kitty, Kurt and Piotr looked confused, whereas Storm and Wolverine broke into grins and began talking to the strangers.

"Ok, let me make introductions." Charles began.

"The purple haired lady on the left of the sofa is Betsy Braddock aka Psylocke, a powerful telepath. To her right is her brother Brian, aka Captain Britain. Behind them is Sean Cassidy otherwise known as Banshee, he can omit ultrasonic screams. On the right armchair is Pete Wisdom, he wields 'fire knives' from his hands and on the left is Sarah, otherwise known as Marrow, her mutation causes excessive growth of her bones which she is adapt at using as weapons.

The X-men looked at the newcomers, Betsy Braddock was a stunning purple-haired Asian dressed in what Kitty could only assume was fetish lingerie. Her brother was quite clearly not blood related, he was all blonde hair, blue eyes and an impressive jaw line – they had all heard of him and his impressive strength. Sean Cassidy had a big grin on his face that went with his fiery ginger hair and powerful stature, whereas Pete Wisdom sat in the armchair in a manner that can only be described as skulking, his trench coat and floppy dark hair reminded Kurt of Remy. Sarah was probably the most obvious of the mutants, like Spike, bones stuck out in all directions, although she appeared to have some control over them as they formed sheets of armour up and down her forearms and across her shoulders. She glared at them from behind a pink fringe.

"I have asked them here to help with challenges we are currently facing. Brian has experience of alternate dimensions and Betsy is able to help bolster my own powers. Sean and Sarah are highly skilled fighters, whilst Mr Wisdom adds a dimension to the group currently lacking."

"And what's that?" Logan asked, obviously not impressed with Charles introductions. The angry frown on his face had Remy and the others convinced the two had crossed paths before.

"He is a government agent, working with STRIKE, Britain's version of SHIELD."

"If you want to be accurate, SHIELD is America's version of STRIKE – we were here first." Pete cut in with a grin.

"As I was saying, Mr Wisdom here is a freelance contractor for STRIKE, he has access to files and places we do not." A quick glance was shot in Kitty's direction who had the decency to blush, she noticed Pete Wisdom look at her with a glimmer of recognition and wondered if he knew of her extra curricular activities in the government databases. "He is also ex-black ops so between him, Wolverine and Gambit we should have scouting, breaking and entering, and all manner of illegal and dangerous tasks covered."

"Remy not sure he should be working wit government agents professor." He cut in, his eyes not leaving Pete Widom's. Pete merely sat up and rested his elbows on his knees and leant forward still looking Remy in the eye.

"We know all about you Mr LeBeau, we have no interest in intervening nor detaining you at this moment. Not to mention I am freelance and not a bounty hunter – it wouldn't benefit me nor the British government in anyway to detain a US criminal. Even if said US criminal conducted quite a few of his more interesting escapades in the UK."

Remy said nothing. Pete continued, "You know we got those jewels back? The ones you stole from Clarence House?"

"Oui? Monsieur Le Mon must not be happy." Remy muttered.

"He isn't, his lawyer still sends us several letters claiming that his imprisonment is a violation of his human rights."

They looked at each other with a level of understanding. Remy had been humbled in more ways than one since joining the X-Men, this was merely another nail in the coffin that was his ego. The Brits had known all along, he just wasn't worth the trouble to bring him in – he was after all merely a contractor, like Pete.

"Guess Remy not as good as he likes to think non?" he muttered as went to leave, as he opened the door Betsy's voice cut in.

"You know he only knows all this because he caught a Thieves Guild member two weeks ago in connection to something else. In exchange for immunity the man spilled everything he knew about the Thieve Guild ring around the world and specific high profile cases in the UK."

"Christ Betsy do you have to?" Pete glared at her as the purple haired ninja grinned and nodded.

"Yes yes I do, Mr LeBeau here is having a bad enough time as it is and you try to take his ego down a peg or two? Shame on you Pete."

Remy looked from one to the other and smiled slightly, "Well guess you aint as good as you would like Remy to believe den non? Eider way, all Remy care bout is his chere now." He shut the door behind him and the others all stared at each other in silence.

"Bets I'll get you back for that one day, what have I told you about reading my mind?" Pete stood up and went to the window, pulling out a cigarette as he did. As he lit it up he turned back to the professor, "So all that aside, what's the plan?"

Remy sat on the roof of the building smoking. He had been unable to stay in the room, he wasn't sure why. Sometime he had the urge to be outside and high up, if he ignored that then usually he got into trouble somehow. The others would be ok without him for ten minutes; he needed to think, needed to try and remember if there was anything from his time with Sinister that could help him find Rogue, or help her when they did find her. The only problem was that every time he shut his eyes to try and remember Sinister, all he could see was Rogue strapped to the table in the Seattle theatre.

He heard Wolverine come up behind him, the smell of his cigar had told him who it was.

"You know you ain't helping any being up here alone." Logan grumbled as he sat on the edge of the roof beside the Cajun.

"Trying to remember anyting dat might help, can't do dat wit all dose people." Remy muttered, finishing his cigarette and immediately lighting another.

"Sure. Remember anything?"

"Noting good."

"The others have decided to call in Magneto, Professor is getting him on the line now."

"Might be de only way to find de base. What bout Jean?"

"Still in the lab looking at stuff on the net, Scott won't leave her side."

Remy didn't say anything to that, nothing could be said about the agonising loss Scott was facing, either way the Jean he knew and loved was gone.

"Big changes afoot gumbo, you better stick round and see this through. Rogue is gonna need you, so are the rest. Don't go do something stupid."

Remy nodded at the words and stood up, "Gonna go see what going on, you comin?"

Logan shook his head, "the prof will call me when he needs me. All that tension makes me claustrophobic."

"Sure, Remy understand."

As he jumped off the roof and slid down the piping, Remy realised he did know what Logan meant, more and more the tension of what wasn't being said was forcing him to seek solace and fresh air. Storm and the others were stubbornly refusing to think beyond getting Rogue and Jean back – how they would do this and what the repercussions might be were weighing on everyone's minds, but no one would speak about it.

He looked through the window, they were all there in the kitchen, barely speaking. The professor was absent – probably still talking to Magneto, bargaining to get his help. Storm and Kitty sat at the table with the laptop, Kurt was hunched over the breakfast bar with Piotr, looking at plans - Remy assumed they were the blueprints of the last few bases. Scott and Beast must be in the labs watching Phoenix.

He opened the door and took a deep breath, time to help with the plans and get his Rogue back.


	42. Chapter 42

"Hello? Do I get fed?"

Rogue cringed as her voice echoed around her in the tall room. She had been in the room for hours now with no food or water. She assumed they weren't just going to wait for her to die before they started the experiments, were they?

She had pondered the problem of her powers for a while, but not having Beasts personality in her head to call upon as she usually did made it worthless. All powers except her invulnerability gone. She had tested it, she had scraped her nails down her skin, tried to bite her finger, even went so far as to try and bruise herself by running at the walls. No doubt about it, she was invulnerable.

Sitting back down she tried to get comfortable, she wasn't cold, but the room wasn't long enough to stretch out in every surface was hard.

She wasn't aware she had fallen asleep until the door opened and hit her legs startling her slightly. She jumped up immediately, Logan's training kicking in as she was wide awake within seconds.

Standing in the door was Sinister, behind him Sabertooth. Rogue glared at the both and took a defensive stance. "Can ah help yah?" she growled out, anger and fear causing adrenaline to rush through her system.

"Of course you can my dear, you can come with us quietly." Sinister held out his arms in a manner that reminded Rogue of every horror film 'see aren't I a nice guy' killer she could remember, it was like he thought she would see his smile and open arms and rush into them thinking he was the good guy!

"Right, yeah, and then what?" she didn't budge from her defensive stance, hands up in front of her, legs braced. Sabertooth grinned at her from behind Sinister, who just widened his smile and brought his hands together.

"Well then we can begin the enhancement process. You should feel honoured, I have been looking for you for a while. You don't know the true extent of your powers Rogue, I believe I can find them for you. I can make you the most powerful mutant alive. Sabertooth, bring her." He swept out and Rogue felt Sabertooth's hands grip her arms. She didn't struggle, she didn't have her super strength after all, just the knowledge that whatever he did he couldn't hurt her. That feeling of safety faded as they entered the lab and she saw the myriad of machines and the steel table in the centre. Somehow she figured that Sinister would know a way around the invulnerability and it was getting a bit late in the day for the X-Men to rush in and save her.

"On the table, strap her down." Sinister reappeared in the lab as Sabertooth dragged her to the table.

As she lay there and felt the straps tighten around her wrists, ankles and forehead she could feel the panic rising in her. Where were the x-men, where was Remy? Why had she done this? Was it her who had brought her here or was it one of the voices in her head?

"Try not to be too upset my dear, when this is over you shall be supremely powerful."

As Sinister said those words he flicked several switches on the machine beside her head and she immediately felt her invulnerably go as the cold steel pressed into her arms through the thin fabric of her uniform. Clenching her eyes shut she felt one stray tear run down her cheek. Her whole body cringed as she felt a gloved finger wipe it away before grabbing her arm and sliding the needle in.

She lay on the floor of the cell once more, shivering with fever and nauseous. Wide, sunken eyes stared up from the floor at the ceiling, sending prayers to whatever was out there to hurry up and find her. Her bruised arms refused to hold her own weight as she pushed up from the floor and she lay back down sobbing with what little strength she had.

It had been at least a day of experimentation. Sinister had taken blood sample after blood sample. He had turned on and off various aspects of her power and subjected her to shocks of electricity. He had tested the limits of her abilities to use other powers by singling out Wolverine's healing factor by slicing her skin on her upper arms and timing how long it took to heal.

And once he had all he wanted he had ordered Sabertooth to take her back to the cell and calmly told her that the tests were done, tomorrow the improvements would begin. She hadn't had the energy to even raise her head to glare at him as Sabertooth swung her over his shoulder.

So now here she was, powers completely off and waiting to be genetically engineered for greatness. As the sobs die down she hiccupped slightly and tried to calm the trembling in her body. She had brought this on herself by coming here she realised. The X-Men probably would have been able to keep her safe, jeep her far from Sinister. But maybe that wasn't what she wanted, maybe a small part of her had craved the greatness Sinister had seen in her. A small part of her had definitely wanted to see the world Remy had lived through too. But it was a costly mistake to make to think she could handle it, she couldn't. She had failed herself, Remy, the team and especially Jean – how could she help her in this position?


	43. Chapter 43

"Magneto."

"Charles."

The two men looked at each other, neither wanting to make the first move. Charles eventually motioned for Erik to follow him as he entered the meeting room, all the X-Men were waiting.

"I told you briefly why I asked you to aid us Erik, do you have any questions?" he asked as he moved his chair to the head of the table.

"I understand that Rogue is missing and Jean Grey is possessed yes?" Charles nodded, "Where is Ms Grey now?"

"Ms Grey is no longer with us, Erik Lenscherr." They all turned to see Phoenix stood in the doorway. Charles watched Erik carefully, his face was pure shock. The Jean Grey he had known was a teenager, before him was a woman with eyes of flame.

"Erik I would like you to meet the entity known as Phoenix." Charles could barely stop his voice cracking at the introduction.

"Charmed." Came Erik's flat reply as he continued to openly stare at Phoenix.

"Time is of the essence Erik, will you help us locate Sinister's base?"

"I will Charles, although I cannot promise that I will not kill the man myself."

"We just need the location of the base, we have reason to believe he intends to use Rogue's powers to his own advantage, he has already been able to inject her with nanobots that alter her powers."

"Yes, that sounds like him alright. He has been kidnapping and experimenting on mutants for some time, as I understand it he even had a bash at Gambit." Remy looked up as he felt all eyes on him, he glared at his former boss.

"Dey know all bout dat home."

Erik nodded and looked around the room, "You have some new members Charles, is that Captain Britain there? And Pete Wisdom, it has been some time hasn't it?" Brian and Peter both glared at the white haired mutant before them.

"It has Magneto, you are lucky we have bigger fish to fry today." Captain Britain remarked, bitterness evident in his tone. Pete just nodded in agreement.

"Look we can do the introductions later, we need to get to the jet and find this base, Rogue doesn't have time for this." Logan interrupted, "X-Men to the jet, Scott, Beast and the Professor are to remain here. The others, you're coming too."

Everyone stayed quiet and made their way out of the room, on the way out Logan grabbed Magneto's arm, "no funny business ok? We're here for Rogue, you wanna try something try it after we have her."

"I have no grudge with Rogue, I will honour my word Mr Logan as long as Charles honours his." He swept out of the room and Logan looked back at the professor. He sat between Scott and Beast, Phoenix was stood to the side starting at Logan. Charles looked tired and wouldn't meet his eye, Wolverine sighed – more than one person would be lost to this mission he knew, he just hoped the team survived.


	44. Chapter 44

Her screams echoed in her own mind, but Rogue could not feel the pain. She had passed out hours ago and was now sat within the boundaries of her own mind, the psyches still locked behind what appeared to be an opaque white wall, her powers still useless.

She didn't know what he was doing, but she could hear her bodies involuntary screams, the last thing she had remembered was him cutting into her left shoulder without any anaesthetic, he didn't say what he was planning on doing, just that it would be an improvement. She shuddered at the thought of what he might consider an improvement.

She jumped as the sound of a large crack echoed over the distant screams. Looking around she realised it could only have come from the wall. Sure enough a large fissure had opened up, not wide enough to let anything through, but clear to the naked eye. She moved towards it as another crack appeared shooting off from the original. The wall was breaking, something was happening in the outside world that was breaking down the effects of Sinister's nanobots. She touched the cracks, they were about a finger wide at the moment, she pushed against the wall, the cracks lengthened, she grinned.

With all her strength she began to push and beat the wall, causing more and more cracks to appear. As she did so, large cracks appeared further along as well. Soon she could reach into a crack and begin to pull at it, she could see the psyches on the other side do the same, Carol at the forefront.

And then it came down, with the loudest crash Rogue had ever heard the wall shattered and crumbled to dust. Immediately the army of psyches lined up behind Carol who faced Rogue. "I think you should wake up and get the hell out of there." Was all she said as she held out a hand to renew their current truce, Rogue shook the offered hand and nodded, with a blink of an eye she was in the real world lying on the medical slab, looking up at a bright strip light.

She sat up quickly and snapped her hands free of the restraints; her powers were back – all of them. She jumped up and floated above the table and looked around, the lab was trashed. When she had been wheeled in it was pristine, now not only was there a large pool of her blood lying on the floor, but it appeared that an explosion had destroyed most of the equipment that surrounded her, Sinister and his cronies were no where to be seen.

She landed softly and looked at the amount of blood and then down at her body, her outfit – a short hospital gown was ripped and stained all over, but she was unharmed. Once her powers had returned all wounds had healed up. All the equipment was destroyed and Essex was gone, she had no idea what had happened to her, what had been done. She sat on the lab bench, all sense of urgency suddenly gone as she tried to figure out if she felt any different. Holding her hand up she jumped as a bolt of lightning flew from her finger tips – where had that come from? She tried it again, after all for a few days now other personalities had been seeping through powers in tow, but this was different. She was using Storm's powers in ways Storm didn't and she didn't have her personality popping up. She picked up a discarded scalpel and watched is it exploded, then she focused on some needles on the floor and frowned as they exploded as well – Remy couldn't do that she mused, he had to be touching something to charge it.

She didn't want to test anything further, it scared her what she appeared to have been changed too and she desperately wanted Beast and the Professor. She stepped off the bench and looked down as her own spilt blood stuck to her bare feet, a sudden irrational need to be out of the lab and the base caught her and she shot straight upwards, through the roof, through the rock until she felt cool air. Unwittingly she conjured a thunderstorm and lightning struck randomly around her as she hovered above the barren foreign landscape, rain struck her cheeks as the lightning lit up the twilight sky. She watched as the rain washed the blood of her feet and her heart beat began to slow down slightly, looking down she saw the hole she had caused begin to cave in – it must have been a supporting structure in the roof for it to collapse. She watched it with a sinking feeling, she had made too many rash decisions that had ended up in tragedy and now she had destroyed the base which may have clues as to what had been done to her.


	45. Chapter 45

"Anyone else more than a little confused?" Pete Wisdom said as they all stared blankly at the spot Rogue and Gambit had vacated.

"_X-Men, please return to Muir Immediately. Rogue and Gambit are here." _Beast's voice came over the communicator, Logan nodded and motioned for them all to sit down, "Let's go.".

As they landed the jet they could see Rogue and Gambit sat on the roof of the labs, they appeared to hugging and talking. Logan told them all to go straight to the meeting room first.

The professor and Beast were waiting for them, along with Moira. They filed in and took their seats.

"Thank you, I've decided to leave Rogue and Gambit on the roof for the moment, as something has come up that requires our immediate attention." The professor began, they all paid attention as he told them what Moira had mentioned before about the deterioration of the real Jean Grey inside the mind of Phoenix, they all paled considerably as he finished. Storm looked around the room before speaking.

"So what are our options?" she asked calmly

"Phoenix gave us two options, lose Jean Grey entirely or hand over another mutant to take her place. Either way Jean will retain the features enhanced by Phoenix, including her advanced years and powers."

"Who were the others she said could take her powers?" Magneto asked, the other guests that hadn't heard Phoenix's options all leant in as well.

"Myself, Rogue or Sinister."

"And we have no idea where Sinister is?" Brian asked, the professor shook his head, "Do we have any idea where he might be?" Sean asked, once again the professor shook his head and then sighed, "as well as that, we are also not sure what damage could be done if we did give Sinister that power – who knows if he would be able to take over the body again with the power?"

"But we would take that risk to save Jean?" Logan asked carefully, he looked relieved as Charles nodded slowly, however his heart dropped as Charles spoke again, "But we do not have that option at the moment, Jean has mere hours according to our scans."

"So what do you propose?" Erik asked him, already he sensed, as did several others, that he knew what the answer might be.

"If we cannot think of anything else, I will offer myself in Jean's place."

No one spoke, the newly arrived guests felt they did not have the right to offer objection, the established members just stared in shock. The professor looked at all of them, his face tired and drawn, more so than any of them had ever seen. He was serious, and they didn't know what to say.

"If y'all don't mind ah think ah've got something to say."

They slowly turned to see Rogue leant against the doorframe, her face held a dark frown and she looked at no one except the professor. Gambit wasn't with her.

"Rogue, how are you?"

"ah've been better Charles." they all looked at each other confused, the coldness in Rogue's voice was unexpected, but Charles didn't seem surprised.

"Rogue, you've been through a lot. Do you have something to offer to the table?" he spoke calmly but slowly.

"Ah have no solution, but ah can't let yah do that."

"I know the risks Rogue and I will not let a student die." His voice was raised for the last part and the people around the table jumped, Charles rarely yelled.

"Rogue, if you are concerned we appreciate that, but please calm down both of you." Storm stood between them trying to relieve the tension that was filling the room.

"The only thing ah'm concerned about is what is currently controlling the professah."

"What? Charles what is she talking about?"

"I wouldn't know Storm, I'm worried that Sinister has done something to her, I can't read her mind at all."

"Ah'm fine, it's your mind I'm reading at the moment and that's what's worrying me."

"Rogue what are you talking about, where is Remy?" Storm could feel the panic rising in her, something was very wrong here.

"Remy's fine, I put him to sleep. He would have tried to stop meh." She walked into the room now, still in the bloody hospital gown, hair messed and wild. "Yah see, a lot about all this didn't make any sense, and then Sinister upped my powers – yah know ah have everyone's powers now? Anyone ah've ever absorbed and yet, ah don't have tah listen to the voices no more, control yah see that's what he gave me. Don't let that imply ah'm grateful – the pain was something ah coulda done without. But it gave me one thing no one else has – Charles Xavier's powers to their fullest extent, and whilst he can block every telepath on the planet, he can't block meh anymore." She had moved around the table until she was right in front of him, she leant down and rested a hand on the steel surface and looked him straight in the eye, "shall ah show them what ah can see Charles?" she whispered low, but loud enough so they could all still here her.

He didn't even blink, he just looked straight back at her "Why don't I?" he asked in a voice that shocked every person in the room, a voice dark, twisted and deep. They jumped up as with a sweep of his hand he threw Rogue into the far wall and held her there a foot or two above the ground, she just pushed back and let herself drop. He didn't seem to care. Standing up he looked at them all with disdain, "all so stupid, you can tell Charles trained you." He muttered as they were all frozen under his powers, "blind to the most obvious things, I'm almost ashamed to be part of him."


	46. Chapter 46

"Something is happening in the meeting room."

Scott jumped at Phoenix's words, she hadn't spoken in hours. "What do you mean?".

"The one controlling Charles Xavier is coming for me."

Scott frowned, not sure he was understanding her correctly, "the one controlling him?"

"Yes, Charles Xavier has been trapped by his own mind for the last two days. The other side of him controls him now. That was why I offered to exchange Jean for him, the things I could learn from someone with two such different sides." There was a smile on her face as she spoke, she stared at the door as though willing Charles to walk through there and then. Scott tapped his communicator, not taking his eyes off Phoenix.

"Logan, what's going on down there?"

No response, "Logan? Storm?"

"Only meh Cyclops, the others are a little busy right now." Rogue's voice came from directly behind him, he spun round shocked at her sudden presence.

"Rogue, you're alright! How did you get here?"

"Well alright ain't exactly accurate right now. We have a problem with the professah." She glanced at Phoenix who nodded slightly in her direction as though to acknowledge an equal.

"Phoenix mentioned something, what's happened and why are the others not responding?"

"Charles is being controlled by someone –"

"Himself." Phoenix interrupted, Rogue frowned at her.

"What?"

"He's being controlled by the other side, the side that's usually locked away. Someone so powerful can't help but be influenced by the thoughts he sees in other people, the thoughts he helped control. Charles has always had a dark side and now it is in control."

"I'll take your word on that for now, either way he's frozen the others – except Remy who's on the roof. He wants Phoenix."

"Phoenix wants him." Cyclops muttered looking at the creature who was still staring at the door waiting for Charles Xavier.

"Well she can't have him, or Jean or anyone else. Phoenix is going to leave."

Her words whilst directed at Scott caught Phoenix's attention, she stood up and walked over to Rogue with what appeared to be joy on her face.

"You would seek to oust me little girl? It doesn't matter if you do, Jean Grey is all but gone."

Scott paled at the words "what – that's a lie!", Rogue put a hand on his arm.

"It's not a lie Scott, Jean is fading, she has only a few hours." He didn't respond, he shook her hand off his arm and glared at Phoenix. Rogue looked at her.

"I can destroy you."

"Can you do it without destroying Jean Grey?"

Rogue stayed silent, Scott looked at her in shock, "Rogue what are you doing?"

"Whatever ah have to to keep Phoenix away from the professah." Phoenix smiled, Scott grabbed Rogue's arm spinning her to face him.

"We save Jean Rogue, you are not going to destroy her!" tears appeared in his eyes. Wrenching her arm from his grasp Rogueallowed Storms powers to fizzle around her slightly, Scott looked at her through narrow eyes. "What's going on Rogue? What's been done to you?"

"She's been made powerful, she's been improved." Phoenix said slowly, relishing the words and the effect they had on Rogue. The southerners eyes were pure white and she flung an arm out towards Phoenix. A blue streak of lightning shot from her fingertips, hitting the creature square in the chest. As Phoenix hurled backwards with the force, Scot grabbed Rogue "Stop! That's Jean's body you're killing!"

Rogue turned to him, her eyes back to their usual green and she lowered her arm as Phoenix pulled herself back to her feet. She was about to speak when Phoenix interrupted her, "he's here." Was all she said, Rogue and Scott turned to the doorway where Charles stood upright, a grin on his face.Sorry if it's seems rushed towards the end, I'm not sure if bringing in another comic baddy (Onslaught) was a good idea, but hey – I went with it.


	47. Chapter 47

"Something is happening in the meeting room."

Scott jumped at Phoenix's words, she hadn't spoken in hours. "What do you mean?".

"The one controlling Charles Xavier is coming for me."

Scott frowned, not sure he was understanding her correctly, "the one controlling him?"

"Yes, Charles Xavier has been trapped by his own mind for the last two days. The other side of him controls him now. That was why I offered to exchange Jean for him, the things I could learn from someone with two such different sides." There was a smile on her face as she spoke, she stared at the door as though willing Charles to walk through there and then. Scott tapped his communicator, not taking his eyes off Phoenix.

"Logan, what's going on down there?"

No response, "Logan? Storm?"

"Only meh Cyclops, the others are a little busy right now." Rogue's voice came from directly behind him, he spun round shocked at her sudden presence.

"Rogue, you're alright! How did you get here?"

"Well alright ain't exactly accurate right now. We have a problem with the professah." She glanced at Phoenix who nodded slightly in her direction as though to acknowledge an equal.

"Phoenix mentioned something, what's happened and why are the others not responding?"

"Charles is being controlled by someone –"

"Himself." Phoenix interrupted, Rogue frowned at her.

"What?"

"He's being controlled by the other side, the side that's usually locked away. Someone so powerful can't help but be influenced by the thoughts he sees in other people, the thoughts he helped control. Charles has always had a dark side and now it is in control."

"I'll take your word on that for now, either way he's frozen the others – except Remy who's on the roof. He wants Phoenix."

"Phoenix wants him." Cyclops muttered looking at the creature who was still staring at the door waiting for Charles Xavier.

"Well she can't have him, or Jean or anyone else. Phoenix is going to leave."

Her words whilst directed at Scott caught Phoenix's attention, she stood up and walked over to Rogue with what appeared to be joy on her face.

"You would seek to oust me little girl? It doesn't matter if you do, Jean Grey is all but gone."

Scott paled at the words "what – that's a lie!", Rogue put a hand on his arm.

"It's not a lie Scott, Jean is fading, she has only a few hours." He didn't respond, he shook her hand off his arm and glared at Phoenix. Rogue looked at her.

"I can destroy you."

"Can you do it without destroying Jean Grey?"

Rogue stayed silent, Scott looked at her in shock, "Rogue what are you doing?"

"Whatever ah have to to keep Phoenix away from the professah." Phoenix smiled, Scott grabbed Rogue's arm spinning her to face him.

"We save Jean Rogue, you are not going to destroy her!" tears appeared in his eyes. Wrenching her arm from his grasp Rogueallowed Storms powers to fizzle around her slightly, Scott looked at her through narrow eyes. "What's going on Rogue? What's been done to you?"

"She's been made powerful, she's been improved." Phoenix said slowly, relishing the words and the effect they had on Rogue. The southerners eyes were pure white and she flung an arm out towards Phoenix. A blue streak of lightning shot from her fingertips, hitting the creature square in the chest. As Phoenix hurled backwards with the force, Scot grabbed Rogue "Stop! That's Jean's body you're killing!"

Rogue turned to him, her eyes back to their usual green and she lowered her arm as Phoenix pulled herself back to her feet. She was about to speak when Phoenix interrupted her, "he's here." Was all she said, Rogue and Scott turned to the doorway where Charles stood upright, a grin on his face.Sorry if it's seems rushed towards the end, I'm not sure if bringing in another comic baddy (Onslaught) was a good idea, but hey – I went with it.


	48. Chapter 48

"Chere?" Remy groaned as he sat upright, "wha?" he was still on the roof, why was he asleep on the roof – Rogue. She had been crying in his arms and then she apologised and…that's the last thing he remembered. She had told him about her powers and he had held her, trying to stop the trembling, trying to make her laugh. All she did was tremble and cry. Every few seconds she would stop and look at him, her eyes a different colour, she would speak with a different accent. Her powers were controlled, her mind wasn't.

As he swung himself over the roof and down the drain pipe he ran to the meeting room. Opening the door he stopped short, they were all in there – frozen in time. He tapped Betsy on the shoulder, no response. "Merde." Rogue and the Professor weren't there, neither were Scott or Phoenix. Hurrying in the direction of the lab, he wished he could make head or tail of what was going on – had Rogue done that?

He saw a man standing in the doorway of the lab, he stopped and crouched in an alcove, if his eyes weren't deceiving him, that was the professor – walking. He heard Rogue's voice coming from the lab, she was talking to Xavier, Remy couldn't quite make out what she was saying but it didn't sound happy. He stared at Xavier's face, it was twisted in fury – a look he'd never seen on the usually calm man's face, something was very wrong here.

Standing up he let his bo staff click to full size and began to slide along the wall, the professor seemingly unaware of his presence. He figured it had to be the professor that had frozen the others, he was obviously possessed by someone.

He was only a couple of feet away when the professor took another step into the room, Remy could clearly here Rogue's voice now

"_You ain't getting Phoenix, ah don't care if Phoenix wants it or not."_

"_You think you can stop me? You and your pathetic new powers, you have Charles' abilities, not mine little girl."_

"_One and the same, sugah."_

Remy wasn't sure what was going on, but clearly Charles wasn't himself and if Rogue was trying to stop him, he would to. He swung the staff sharply, catching Xavier unawares, he fell to the floor unconscious. As Remy stepped over his unconscious body he saw a confused Scott and Rogue moving towards him. Rogue's eyes narrowed as she saw him.

"Remy."

"Oui, not so please to see moi non?" he frowned at Rogue's annoyed expression, "is Remy interrupting something dat Rogue didn't want him to interrupt? Is dat why you left Remy asleep on de roof?"

"You would have tried to stop me doing what I needed to do. Now, as it happens, you've helped slightly." She turned to the professor's prone body on the floor and a flick of the wrist caused the various metal chairs in the room to meld to create a cage, Rogue fixed it to the ground using more of Magneto's powers. Remy held his breath as her eyes turned ice blue, only returning to green when she let her hands drop. The professor was sealed in the cage, Phoenix still stood smirking behind them, a scorch mark showing on her outfit at chest level.

"We should check on the others." Scott murmured as he stared at his mentor in the cage, he tapped his communicator "X-men to the lab." He said briefly.

"On our way." Storm's voice came over the device, Scott turned to Phoenix, she was staring at Xavier. He looked back at Rogue, who was staring at Phoenix. Finally he looked at Remy, Remy looked back at him, they both were beginning to realise that some difficult decisions were being made by both Rogue and Phoenix without their consideration.

"Oh my stars and garters." Beasts exclamation was followed by various other curses and surprised remarks as the X-Men and guests filtered into the room and saw Charles unconscious and caged, Phoenix with still smouldering costume and Rogue holding fort.

"Stripes, what's going on?" Logan asked walking straight up to Rogue, she looked at him and for a second he could swear it was his own grey eyes staring back at him, but they were green again in a blink of an eye.

"Professah Xavier has been taken over by what Phoenix calls the dark side of his mind, the part influenced by the things he's seen and done as a telepath. He wants Phoenix for himself and she would quite like to have him too. Remy came in and knocked him unconscious before he could get me out of the way."

"And how do you know this?" Brian Braddock asked.

"Cause of what Sinister did tah meh. All the powers I've ever absorbed I have full control over, even mah own. But not just that, I also have complete control over all aspects of the powers – ah can use these powers to extents that the original owner can't."

"Why would he do that and just let you go?" Kitty asked, gripping Piotr's hand –this new Rogue was something to be feared.

"Ah don't know, ah destroyed the lab by mistake, he was gone when ah woke up. But, thing is it ain't stable. Ah can do so much and ah don't hear you in my mind when ah use your powers, but you slip out. Your eyes, your voices, ah don't feel like one person, ah feel like fifty. Ah don't know what's happening to meh." Her voice got quieter and quieter as she spoke, she looked at her hands and sighed.

"You're advanced in mind but not in body, you don't have the strength to deal with the powers when your body is still young. You will grow into them, although I don't know if you will survive that long." Phoenix spoke up, they all stared in horror at Rogue as the words sunk in. Remy moved forwards and grabbed Rogue by the upper arms forcing her to look at him, "Chere Remy not going to let anyting happen to you ok? You'll survive, grow strong." She just nodded at him and broke free from his grasp; turning to look at Phoenix she narrowed her eyes.

"We need to talk." And then they were gone, Phoenix, Rogue and the professor disappeared. The room erupted into shock as people refused to believe they were gone, Scott dropped to his knees, Remy muttered a strangled 'no' before following suit. Three had left, only two could realistically return. Betsy growled in annoyance "I can't find them, they've gone further than my telepathy can locate."

"We have to find them before it's too late!" Kitty cried as she logged onto the labs GPS, "did the professor have his communicator on? We can track that."

"Kitty…" Piotr said quietly, holding up the communicator he had found on the floor where the cage had been "is dis it?", she nodded and looked around frantically "think, is there anything we can use to track them with?"

"Run everything, Beast, Piotr you stay and help. Storm,Magneto and Banshee you go skywards, Pete, Remy, Scott, Brian, Kurt and Betsy – you come with me in the jet." Logan stomped out of the room, the group followed – Scott helped Remy to his feet and they silently made their way to the hangar with the others.


	49. Chapter 49

They re-appeared in the Artic, the same setting for Phoenix's metamorphosis of Jean's body. The professor lay silent in his prison, Rogue and Phoenix faced each other.

"You wish to offer yourself." Phoenix said simply, "you would die for them?"

"Well it's not my first choice no." Rogue said simply before using the combined strength and training of Carol, Colossus and Logan to send Phoenix flying across the ice with a well aimed roundhouse to the chest. Phoenix landed and then took to the air hovering above the ice.

"You can't stop me without killing Jean Grey and even then I will take Charles Xavier's body."

"Sugah you ain't taking no one's body whilst I'm here to stop yah."

"This nobleness and stubbornness, it only feeds my desire to learn more about humans."

They both hovered over the ice, prepared to fight but neither making the first move. Suddenly a voice called from the ground, causing them both to look down.

"If you want to learn about humans my dear, you should ask someone who studies them." Sinister stood beside the body of the professor, the cage no where to be seen. Around him were ten of his cronies – Sabertooth and Vertigo, Rogue recognised, the others were new to her. He grinned up at them both. "How delightful to have four of the most powerful beings on the planet fall into my lap like this. How easy it was to track you Rogue with that chip in you. Do you like your new powers?"

Rogue didn't reply, the scientist was standing over Charles' body and she couldn't risk him killing the professor outright – not if there was a chance to save him.

"Nothing to say my dear? After all I've done for you? Well maybe Phoenix would like to see what I can do for her?" he turned to look at Phoenix, she was a hundred feet away, hovering above the ice, surrounded by flames and looking mildly amused. She flew closer.

"Nathaniel Essex, otherwise known as Sinister. Such a stupid name for someone so small."

"It's Dr Nathaniel Essex and for someone so small I can do things so big. I can show you the ins and outs of humans and mutants, I can teach you thing you would never dream of – possess me and together we could be great." He held out a hand and Phoenix made a show of considering it before throwing her head back and laughing loudly. Sinister looked confused and angry. Suddenly Phoenix erupted in flames, a huge bird of fire fifty feet across encased her. In the centre she hovered, her hair a fiery halo around her, arms outstretched.

"Do you think you can trick me Essex? Do you think I would be so foolish as to allow that?"

No one spoke, the cronies had all taken a step back when bird appeared, Sinister stayed beside Xavier's body glaring defiantly at Phoenix.

"You are a mere mortal, despite your long life Sinister. You do not have it in you to overpower me. If I took your body you would die just like any other mutant. The only difference would be the body would last longer. "

Rogue watched the two stare at each other and then looked down at Charles' body, she frowned as she thought she saw his eyes open, a quick scan confirmed it – he was awake, had been since they hit the ice, he was waiting for his moment to strike Sinister.

She watched as the cronies of Sinister continued to watch the scene, effectively ignoring her. This was her chance, she had to get Phoenix and Charles out of here. She needed a distraction.

-------------------------

"Anything?" Kurt asked Logan as they flew over Europe in the jet, Logan shook his head.

"No signs on any scanners and Kitty is still reporting a negative from their end."

Kurt stared out of the window into the night sky, his sister was out there with their teacher and friend, and he knew that the chances of all three of them coming back ok were almost nothing.

"Ok we'll turn north and check the artic, that was where Phoenix took Jean's body the first time." Logan changed course and they all stayed silent.

-------------------------

"What timing." Rogue muttered to herself and the X-Jet appeared behind Phoenix and landed. She saw Remy looking at her intently, relief written all over his face, but also worry. Her heart ached for him, but there was nothing she could do to make him feel better, she needed to use them as her distraction.

"Oh look the cavalry." Sinister yelled at the assembled X-Men "oh my and even Captain Britain! What an honour! Sabertooth, team – deal with them!" he yelled as his cronies surged forward to attack.

Rogue used this moment to teleport to Charles' side and grab his hand, but before she could do anything she felt the strong pull of her powers "no, not now." She croaked as she felt the dark mind of Charles' alternate enter her mind, she slumped to the side trying to deal with the result and was only vaguely aware of Sinister laughing at her.

"Having a few teething problems Rogue?" he laughed and kicked her to the ground where she felt her mind drifting into unconsciousness, "no…" she whispered as she felt the tendrils of Charles' madness take her down.

It must only have been seconds that she was gone for when she re-opened her eyes the X-Men and the cronies were battling, she saw Remy trying to reach her only to be tackled by what looked like a blob with arms and legs. Charles was sitting beside her grinning up at them and cackling. Sinister was stood surveying this whilst Phoenix floated beside him, Rogue could hear the conversation.

"You see my dear I could show you all this, the way the mind works, I could show you a world of sensation."

"The emotions, the impetuousness these interest me."

"I could get you subjects to play with, nothing will be out of your reach."

Rogue turned away, her stomach sickened by the sight. She sat up and pulled herself to her feet, Charles alter egos voice still ringing in her head, he called himself Onslaught. He was insane, very powerful and he wanted Phoenix. Rogue knew what she had to do to stop them, she just hoped her powers would work when she wanted them to – she was more unstable than she had thought, Phoenix had been right after all.

She stumbled towards Sinister and Phoenix, after a few steps she hovered, her legs not able to take her weight. She felt Charles following her and she turned to look at him, he grinned "you didn't think I'd just watch and let you stop me did you?"

She didn't say anything she just looked back towards Sinister, Charles voice raised again "I can help you stop him." She turned back and raised an eyebrow in question. He continued, "he cannot be killed, but his mind can be wiped."

"If you can so can I." She muttered, he laughed.

"Can you? Are you so sure – not as stable as you like are you?" she frowned, he was right she wasn't stable, but she could try.

She stopped behind them and focused Charles power on Sinister, immediately he fell to his knees clutching his head. She delved deeper and deeper, wiping out memories, sick memories and plans and ideas. She was revolted by what she saw but she tore it out piece by piece. She could see Phoenix in her periphery vision look confused and then focus on her with anger, and then when she was too deep into Sinister's mind to stop she realised her error.


	50. Chapter 50

In slow motion she watched the professor approach Phoenix, the x-Men were being held at bay by the cronies, Sinister was incapacitated and so was she. She had been played by Charles and now he had Phoenix to himself. He spoke to her and she looked at Rogue and then nodded. Rogue cried out and began to tear faster, pulling memories and thoughts violently, destroying everything that was Sinister, but she couldn't pull out – she'd die if she did when her mind was this connected to another.

She watched Jean's body fall and the flames engulf Charles. She watched as the maniacal laugh grew louder as the phoenix formed around him and his eyes opened to show flames. She had failed.

She dropped to her knees as Sinister fell forwards, eyes open, still breathing but completely brain dead.

The teams had stopped fighting at the sound of Charles' laughter. They all stumbled back. They took in the scene, Jean's unconscious body on the ice, Rogue on her knees, Sinister dead, the professor floating above the ice, surrounded by Phoenix fire and dressed in a black body suit, his features younger and more menacing.

No one spoke, Scott moved towards Jean and pulled her into his arms, relief showed on his face as he saw her chest rise and fall steadily. She wasn't dead, or at least her body wasn't. He carried her back to the jet, not one of the cronies stopped him and then he saw why, Phoenix held them all in place, only Rogue, himself and Jean appeared to be conscious and able to move, the others were frozen in time. He looked up at Phoenix in question. The professor's face looked at him.

"I said I would return Jean Grey's body if an alternate was offered. This bargain is upheld." Scott nodded and entered the jet, returning without Jean only to then be frozen with the others. Rogue watched all this with no expression on her face, she turned back to Phoenix.

"We will try to get the professor back." She said

"I won't allow that, the bargain was upheld."

"I'll take his place."

"I won't allow that, this body, this mind gives me infinite opportunity to explore the human mind, emotions, actions."

"I can't let you hurt any more people."

"You are not strong enough to stop me, even with all your powers you are still only one person."

Rogue said nothing. Phoenix spoke true, but there was always a way. She turned at the sound of a second jet landing and looked over at the smaller jet as Kitty, Piotr and Beast exited. They stopped in shock when they saw the scene.

"Professor?" Kitty whispered and clutched Piotr, "oh god we're too late." They saw the prone form of Sinister and the haunted look in Rogue's eyes, they had failed. They made to move towards Rogue but became frozen like the others. Rogue looked up at Phoenix.

"And what will you do now?"

"Explore actions and emotions. Love, joy, passion, hate, anger, murder." With the last word he waved a hand towards Colossus who blinked as he retained consciousness he looked at the others frozen and then at Rogue. She jumped up as she realised what Phoenix had said, "No!" she cried as a lightning bolt hit Piotr in the chest, blowing a hole straight through him. He fell into the snow, clearly dead. Rogue ran to him and turned him over, the cold of the artic keeping the blood from flowing. His eyes were open, they hadn't had a chance to lose the look of confusion before he had been killed. She looked at Phoenix through tears.

"Why did you do that? He was a good man!" she screamed at him, he remained impassive.

"I won't explain myself to you, I do this in the interests of learning."

"But why Piotr? There are people here more deserving of death!" she pointed at Sabertooth.

"Who are you to choose that?"

"Who are you to choose Piotr?"

"I didn't I merely chose the one closest to me at the time, there was no judgement."

"God you're insane." Rogue whispered more to herself as she moved away from Piotr's body, his open eyes haunting her.

"I am learning and there is so much to learn."

"Well maybe first you should learn not to let the one person on the planet who knows how to get rid of you go free."

Rogue spun round at the sound of Jean's voice, the woman stood at the bottom of the entrance to the jet, still garbed in Phoenix's costume. She looked weak but the determination in her eyes was what caught Rogue's attention. She flew over to Jean and took her arm. "You know how to kill this thing?" she whispered, Jean continued to stare at Phoenix.

"I do, although the professor will most certainly die too." Rogue gasped and then reached out with the professor's own powers, she could feel Onslaught, but not Charles. She looked at Jean who turned to look her in the eyes. "It's not Charles anymore is it?" she asked the redhead, Jean shook her head and they both stared up at Phoenix who smiled at them.

"You think you two can stop me?"

"No, we don't think that." Jean said clearly, "we know it." With quick telepathic instructions to Rogue they began to form a mental attack, every telepathic power Rogue had in her arsenal came to the forefront and she had to fight to keep her mind in control. They rose up to hover directly in front of Phoenix, he continued to grin at them.

_Ready Rogue?_

_Ready_

And then it began, the attack was on every part of the being now Phoenix. They attacked the body and the mind. Weakening the core and the shell simultaneously. Jean knew the weaknesses of Phoenix – its ego, its search for power and knowledge and its belief that it was the strongest being in existence, despite the fact it knew it wasn't. She had seen its history, seen it weakened. She knew if the shell was weak it wouldn't have the power it needed to stay on this planet, if they also weakened the mind it wouldn't have the strength to escape. They would trap it on Earth where it would eventually cease to exist.

Phoenix fought back, as it did so it's hold on those on the ground faltered. One by one they regained consciousness. Sabertooth and his team looked around, saw Sinister fallen and immediately motioned for one of the team to open a portal – they all disappeared, the X-Men did not have the strength nor the inclination to stop them as they stared at their two team members destroy the body of their leader.

"Piotr?" they turned at the sound of the Kitty's cry and gathered around the fallen body of their new team mate. Remy growled and turned towards Phoenix "he did dis." His cards were in hand and glowing, "we need to help de filles." With that he ran forward, the cards launched at Phoenix's chest and threw him back. Cyclops, Storm, Betsy, Magneto, Sean, and Brian joined in, whilst Rogue and Jean concentrated on attacking the mind they attacked the body. Blood poured from wounds as the combined attack weakened the body until it fell to the ground, Jean and Rogue continued to attack the mind, pulling parts out, destroying parts. At no point did they find any evidence that Charles continued to exist in there.

"Stop!" Rogue's voice cut through the violent attack, the professor's body lay on the snow twitching, huge wounds ran across his body and face, the eyes were still flames but so muted to almost not exist. Jean and Rogue floated down and stood over the body, the others stayed back. Wolverine held Kitty as she cried, Kurt and Remy carried the body of Piotr into the jet in silence.

"He's gone completely." Jean murmured to Rogue, "We destroyed him." Rogue could only nod, not daring to speak lest she start to scream and never stop. She called upon Cyclops power and blasted the body into the ice as far as it could go and then using Storm's she sealed the ice.

"It's done." She muttered and then looked around, she caught Remy's eye as he exited the jet after putting Piotr's body in the back. She looked at Kitty who was inconsolable in Wolverine's arms, he looked at the spot in the ice and then back at her and just nodded before looking away. Betsy and Storm stood resolutely with Brian and Sean, all of them battered and bruised, tears streaked down their faces. Kurt, Pete Wisdom, Scott and Beast stayed silent, no emotion showing. Magneto seemed badly affected by the loss of Charles and nodded at her before taking to the sky and disappearing on the horizon. She took one last look at Jean who had also been surveying the team slowly, she nodded at Rogue, her advanced years making Rogue feel young beside her.

Both Scott and Remy made as though to move towards them but stopped themselves, no one knew what to do. Finally Pete spoke up "let's get back to Muir." He murmured and pulled his coat around him "there's stuff needs doing." He entered the smaller jet followed by Betsy, Brian and Sean. The X-Men all entered the Blackbird together with the exception of Jean and Rogue who stood on the ice not moving. Logan looked at them, "are you coming?" They shook their heads in unison, he nodded in understanding, "when you're ready." Was all he said as he shut the doors and the two planes took off. Rogue looked up, she could see Remy staring at her through the windows, she didn't wave.


	51. Chapter 51

He didn't know how long he'd been sat on the roof, but it was now late afternoon. He had come here straight from the jet, not wanting to face Moira and the others and explain what had happened. The wounds he sustained in the battle with Sabertooth and co weren't life threatening so he left them clot of their own accord as he smoked on the roof.

She wasn't back yet. He could see Scott stood by the cliff in the distance. The two of them were just playing the waiting game now. He was waiting for a girlfriend who was mentally unstable but supremely powerful. Scott was waiting for a girlfriend who had left him aged 19 and was returning aged 30. He moaned and dropped his head at the losses they sustained, the professor and Piotr. His good friend, one of the best people he knew. Of all the people on the ice, why Piotr? Kitty had been almost catatonic in the jet, he had known the two of them were close, but the shock he saw on her face, the grief – they must have been closer than he realised.

A single tear slid down his cheek before he could stop it, he threw the cigarette down and took a shaky breath. It was all so screwed up. Not three weeks ago he joined the team to get over Rogue and now…he remembered the professor tricking him, Rogue being taken, Jean saving her, and then Jean changing. Could he have done anything to stop it all?

"Ah doubt it." He didn't turn, he didn't dare. Did he just imagine her voice? He saw Scott turn and run towards Jean as she appeared on the cliff and he exhaled. Slowly he turned around, she was knelt on the tiles, barely able to hold herself up.

"cherie?" he ran to her, fell to his knees, pulled her into his arms and whispered promises to never let her go, she didn't return the hug and he slowly let his arms drop. He looked at her face, her eyes refused to met his and she appeared so defeated. "Cherie please, come back to me." He whispered as tears spilled down his cheeks, he couldn't lose her now.

She looked up at him, slowly she put a hand out and cupped his cheek hesitantly. He frowned at her fearful look "Remy won't hurt you cherie." He whispered putting a hand over her own that rested on his cheek. She closed her eyes momentarily.

"But I might hurt you." He looked at her as the hoarse whisper hit his ears.

"quoi?"

"Powers, not stable. Ah have control most of the time, not all of it. Ah absorbed the professor on the ice, before y'all arrived. There wasn't any of Charles left, it was all Onslaught, the dark side of him. Still what meh and Jean did-"

"Shh cherie, you did de only ting you could do. You saved us all." He pulled her to him, this time she dug her face into his chest and he barely heard her next words.

"Not Piotr." His heart clenched at the name

"How did it happen?"

"Phoenix wanted to know what it was like to murder someone, oh god Remy he just stuck a hand out and Piotr was gone. Ah couldn't stop him." She sobbed into his chest and reached her arms around to pull him closer to her.

He held her like that until the sobs died down and he felt her breathing even out and he realised she was asleep. He continued to hold her and he watched Scott do similar on the cliff. If he had his way he would never let her go again, he let out a shaky breath, rarely was fate that kind as to allow them a peaceful life.

-------------------------------------

Scott held Jean in his arms as she cried for the loss of the professor and Piotr. She didn't talk about Phoenix nor about how she looked, she told him she had seen herself in a mirror, she'd deal with later, for now she wanted him to hold her, so he did.

Looking up he could see Remy on the roof, Rogue in his arms and sighed for the two of them. Things had gotten so bad, so quickly they couldn't handle it. They were without a leader, without a friend, shaken to the core. They were just teenagers and to have dealt with this.

"They'll adapt, they'll deal with it. We all will. With time things will be ok." Jean's voice was no more than a whisper and Scott could do no more than nod as tears spilt down his cheeks. He wondered how many of the normally stoic X-Men would shed tears tonight.


	52. Chapter 52

"Logan?" Storm entered the dark kitchen to find Logan staring at a bottle of bourbon, she didn't turn the light on she sat next to him and noticed the seal on the bottle hadn't been broken.

"Doesn't feel right to drink, Chuck never did think it was the best way to deal with problems. How's Kitty?" He didn't look at Storm as he spoke, he just stared at the bottle. She could hear the tears in his voice.

"She won't respond at all, she just sits on the chair and stares. It's hit her pretty hard." Her own tears caused her voice to catch and she grabbed the bottle and broke the seal. Pouring a large glass she swallowed a mouthful, "Charles was a good man, but even he would need a drink at times like this."

Logan nodded and poured a glass for himself. "He was a good kid, Piotr I mean. Magneto had him blackmailed, was just trying to save his family."

"I know, Kitty told me when he joined. He didn't deserve to die like that. I've called his family, they've asked that he be buried in the mansion grounds alongside the professor's memorial. I will make all the arrangements when we return."

"I'll help, least I can do. What's going to happen with the school?"

"Charles had made arrangements should he not return." She didn't elaborate, it felt wrong to be discussing this so soon after the loss. As the two responsible adults in the team, they shouldered a heavy burden.

"Rogue and Jean came back." Logan muttered, he had seen Jean on the cliff with Scott and smelt Rogue as he made his way up to the roof for a cigar. "Do you think they'll be ok?"

"Jean will have to adapt to being older, but other than that I think she will be ok. Rogue, however, she is unstable now. I don't know what will happen, what if what Phoenix said is true? That her body cannot handle it." Storm gulped down the rest of her tumbler and allowed Logan to refill it, "I worry for her, I don't think I could take losing another friend Logan, I really don't." she swallowed the shot of whiskey in one gulp and put the glass down. Logan watched her shoulders shake as sobs racked her body and he pulled her into his arms.

A few minutes later she sat up wiping her eyes "I am sorry Logan, I am drinking and crying and I should be strong for the students, they need us right now."

"A moments weakness won't kill yah darlin'. Lord knows we all need time to deal right now. You go ahead." She nodded and poured herself a glass of water as she sat back down and sipped it a thought popped into Logan's mind. "Magneto said him and the professor had had a deal, but then he took off after the fight – what do you think the deal was?"

"I do not know, it may have been Onslaught making the deal not Charles."

"Might need to watch out for Magneto then."

"He and Charles were old friends, this will have affected him badly too."

Logan nodded and they continued to drink in silence.

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Pete Wisdom walked the halls of the labs, he couldn't sleep, eat or even drink without feeling sick. The scale of today's loss was hitting everyone hard. The professor had been a one time colleague and a man to be respected, Piotr a young man with everything ahead of him. Why would such people die when others like him lived? Betsy and Brian had left a few hours before, Sean was with Moira who was inconsolable, after all she and Charles had once been very close. He stopped by the door to the medical lab. The body of Piotr was under a sheet on a slab in the cooled room. He noticed the brown haired girl – Kitty Pryde, sat next to it. She wasn't crying, she just stared into the distance.

Opening the door he quietly entered the room, "Ms Pryde?" he said softly, she didn't look at him, "Kitty?" he tried again. She turned to him briefly, eyes blank. He sat next to her and stared at the shape under the sheet, such good people die in times like these he thought.

"He had only just joined." Kitty whispered, Pete nodded, she continued "he worked for Magneto before that, he was being blackmailed so to keep his family safe he worked with Magneto. After Apocalypse he went back to Russia to be with them, the professor negotiated with Magneto to let him go. We stayed in touch via emails and phone and then when Remy joined the team I convinced him to come back and do so."

He could hear the guilt in her voice, but she didn't speak it. She just stared at the shape under the sheet. "He was only 21 and he could draw anything. We'd only been on one date and already I knew he was special." Tears ran down her cheeks now and Pete found himself pulling her into a hug, she gripped him tightly and sobbed against his chest. Even he, a man who never shed a tear, found himself close as she clung to him.

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"What happened Hank?" Kurt asked Beast as they sat in the meeting room trying to figure out what had occurred on the ice. Kurt had found Beast hard at work and had volunteered to help, his prayers seemed to have fallen on deaf ears lately and he wanted to be occupied with something. Beast didn't look at him, just at the monitors where the jet's camera had recorded everything that occurred on the ice.

"I don't know Kurt, I just don't know. Things went so bad so quickly, the professor was lost before we even knew he was failing. I just…I'm sorry." He took his glasses off and ran his hands across tired eyes.

Kurt nodded at his words and looked at the monitors, watching it didn't help. The moment that the professor's battered body had been blasted into the ice by Rogue haunted him, her face was so devoid of emotion – what had his sister become?

He didn't speak, he let Beast work in silence.

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"What did you Jean do when we left?" Remy asked Rogue as they lay on the rooftop. She had woken after an hour or so but didn't want to move. She looked up at his question.

"We didn't talk, we just couldn't go with you."

"Why not?"

"We just couldn't Remy."

"Remy understand if you can't say what happened Rogue, anytime you want to tell me, even if you never do – tis fine."

She nodded at his words and looked to the side to see Scott and Jean sat on the cliff edge talking.

"Do you think they'll be ok?" she asked and looked back at Remy. He looked over her shoulder at them and sighed.

"I hope so, but tis difficult now."

"And us?" his heart missed a beat at her words and he looked down at her, he swallowed, he wanted to tell her everything would be fine from now on, that they would be fine – but he couldn't bring himself to lie to her.

"Not sure cherie." Her face momentarily fell but she quickly composed it back into a blank stare and nodded, he cupped her chin and stared her in the eyes "but as long as Remy alive he will do everyting in his power to be wit you and to keep you safe. Remy never leave you cherie, never." She nodded but with a smile this time and curled up against him, "I'll never leave you either, not by choice, not if I can help it."

He didn't respond, the east coast accent in her voice unnerved him and he couldn't bring himself to look her in the eyes least it wasn't the green he loved that had spoken the words. Instead he pulled her closer and clung to her.

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"So what do we do now?" Scott asked quietly as they sat on the cliff. They had been silent for a while, just staring out to sea.

"I'm going to drop out of college, we'll get Pete Wisdom to sort out papers and stuff so I become someone else – an older cousin of Jean's with the same name, maybe an aunt? We'll have to stage a funeral for me of sorts. Then I'll help out at the school. I still have everything the Phoenix taught me, there isn't much about science, history, philosophy or nature that I don't know now. I'll talk to Logan and Storm about helping out."

Scott swallowed, she'd thought about all this already, "and us?" he asked nervously not daring to look at her. She didn't move.

"That's up to you. No one outside the school knew we were together so we can carry on. I want us to try. It's not so great an age difference physically – if you want me still?" she sounded upset and he realised that she thought he wouldn't want her. Pulling her close he let her head rest on his shoulder.

"I'll always want you Jean." He whispered in her ear and he felt her relax against him.

"You too Scott."


	53. Chapter 53

Three funerals were held a week later, the professor, Piotr and Jean Grey. Her parents were inconsolable and it took all Jean's might not to attend when she saw them arrive. Storm asked her to stay hidden for her funeral which was held first, she watched from an upstairs window as an empty coffin was lowered into the ground and she felt her heart sink.

Later when all guests had left she stood before the tombstones and cried, for the first time she cried for all that she had lost and for the troubles that lay ahead. No one disturbed her, Scott stood by the back door and ensured that was so.

Kitty had remained silent throughout the week, tears fell from her eyes at the funeral for Piotr and the professor but she didn't crumble. The others had stopped asking her if she was ok since it was plainly obvious she wasn't and when she asked for some leave to visit her family it was granted straight away.

Storm stood in the professor's office and weighed the huge responsibility now on shoulders of the senior staff. Betsy had shown up for the funeral and informed her of Charles' request that should anything happen she join the team, Storm welcomed her with open arms. Magneto's arrival had shocked her, but he showed her the email Charles' had sent a few weeks before and she asked for time to think. Moira and Sean had offered what support they could from Scotland.

"Ororo?" she turned as she heard Jean's voice and saw the red head standing at the door hugging her arms. She nodded and motioned for Jean to come in.

"This is strange, but I want to run the school." Jean said bluntly. Ororo blinked in surprise.

"What?"

"It's hard to explain, but I think I can run the school. I have the all the knowledge of Phoenix, my powers can't be raised anymore than they are and I want to, I owe it to Charles, for my part in what happened."

"Jean, none of this was your fault. You may be thirty in body, but you are only 19 in experience."

"No, in experience I'm about thirty thousand." Jean's voice said calmly and for the first time Ororo felt she was in the presence of real power.

"Do you understand what this would mean? The responsibility, the pressure?"

"Do you want it?" Jean asked with a pointed look, "be honest."

Ororo sighed, "No I do not want this, I am a field leader not a head mistress."

"Then let me, I can run this place. You and Logan will lead the X-Men, Scott and the others will help. It's time we took responsibility, we all relied on Charles too much."

Ororo could only nod, she looked up as Wolverine and Betsy entered, they looked concerned at the tension in the room.

"What's going on?" Logan asked.

"Jean would like to run the school." Ororo said simply, Betsy and Logan looked surprised but not outraged, Betsy looked at Jean for a second and nodded as she turned to Ororo.

"Makes sense, you're a field leader not a headmistress and neither am I and Logan definitely isn't. Jean here has had a crash course in growing up, she can still relate to the students whilst guiding them. And after all it's not like she has to learn more about her powers – they are at their peak already."

Logan nodded at her words and Jean nodded in thanks. Before turning serious again and addressing them all.

"You should know Rogue and Gambit won't stay here, she is unstable and has asked Moira to go back to Muir Island to see about tests. Gambit will go wherever she goes."

"Moira told me, I cannot agree more with the choice. I couldn't stand to see Rogue lose the control she has gained, it is one of the few things to be thankful for lately." Storm stood up and moved to the window, "I also think that Kitty has been affected by this more than we are aware, I'm not sure she'll return."

"The kid needs to heal, then she'll be more determined than ever to fight the good fight, whether it's with us or not. There may be too many memories here she won't want to deal with." Logan said quietly/

"Have you thought of branching out?" Betsy replied to Logan's comments, they all looked at her confused, "put a team in place in Europe, with the older members that don't need the school anymore. Rogue and Gambit will be in Muir anyway. Pete said that he was interested in recruiting Kitty to STRIKE. I'll go over and set it up from the UK. It could even become another school eventually, spread Charles' ideals throughout the world in his memory."

They all looked thoughtful at her words, finally Jean stood up "Call a meeting before the others leave. This needs the input of everyone."

Storm nodded "You're right, lets get everyone assembled in the war room."

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"So it's decided then, "Storm looked around the room at the tired faces, they had been debating for hours over the future path of the X-Men. Even Kitty has opened up and contributed, though with little enthusiasm. "Rogue, Gambit, Moira and Sean will return to Muir Island. They will be known as X-Core, the scientific centre of the teams across the globe. Jean will run the school here with me, Logan, Kurt, Scott and the junior members, the team will be X-Men Alpha. Psylocke will form X-Men Beta in the UK with the help of Kitty and Pete Wisdom, who will be our contact with STRIKE. Magneto will form X-Men Gamma from older mutants not wishing to join the school and will be based in Canada. X-Core will be the base for all joint decisions, with the leaders of each team given equal footing. Is this all clear? Any question?"

No one spoke as they all nodded their understanding. Storm sighed and sat down, "Then I guess this is the end of an era. The school term starts in a week, the teams are formed as of tomorrow."

No one moved, no one spoke. They weren't sure what to say and emotions were drained. Logan stood up and raised his cup of coffee.

"To Charles and Piotr." he said simply. They all stood up and joined the toast before filing out of the room. As the light was switched off Jean took one last look inside, a light flashed on the control panel. she walked back in and turned the monitor on, a file had opened moments ago it was labelled Xavier 1. She frowned but clicked open. Her eyes widened as she read the first few lines of the word document. She looked thoughtful for a moment and then sent the document to her personal folder, the diary of Charles Xavier's last few weeks had been set to open if he didn't access it after four consecutive days. The opening lines had requested that only Jean read the diary and the documents attached, documents labelled Destiny 1-21.

Shutting the computer down she left the room and closed the door behind her. With a deep breath she headed for the hangar, the other's were leaving immediately. A new era of the X-Men was about to begin.

**ok ok I realise I got a lot in in the last bunch of chapters - I apologise! But hey, it was either rush it a little or not finish at all.**

**Anyhu, future stories will revolve around the seperate teams (if y'all like the idea enough for me to continue anyhu) especially X-Core and Kitty/Wisdom. I also intend to find some spot for the American teams and the Destiny Diaries. Time will tell (ha - a pun, I'm so frikkin clever...)**


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